* BOOK REVIEW: Long-Term Care in Transition: The Regulation of Nursing Homes

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360 GLOBAL: Files Disclosure Statement in Nevada------------------------------------------------360 Global Wine Company Inc. and 360 Viansa LLC filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement explaining their Chapter 11 Plan of Reorganization.

The Plan proposes to sell 100% of the equity in the reorganized Debtors to the highest bidder free and clear of all liens to fund and implement the Plan.

The Debtors tell the Court that if Laurus Master Fund Ltd.,a secured creditor of the Debtors, is the successful bidder,Croesus Corporation's secured claim will remain in place withthe reorganized Debtor.

Additionally, the Debtors said the successfull bidder can electto assume or reject the agreement with General Electric Capital Corporation. If the successful bidder elects to assume the agreement, it will set aside sufficient funds to pay the cureand fair market value of the equipment subject to the leases.

Treatment of Claims

Under the Plan, Administrative Claims will be paid in full on the effective date.

At the option of the reorganized Debtors, holders of Priority Tax Claims, totaling approximately $635,000, will be paid, either:

a. cash on the effective date; or

b. deferred cash payments, in equal quarterly installments with interest at the federal interest rate, estimated at 6% per annum.

Any Class 2 Claims of statutory lien holders filed prior to the July 16, 2007 non-governmental creditors bar date and Oct. 15, 2007 governmental units bar date will be paid in full on the effective date.

New Vine Logistics' secured claim will receive payment of $416,500 in cash, in full and complete satisfaction of its claim on the effective date.

Croesus and Laurus' secured claim will be paid in full from the proceeds of the sale on the effective date.

Gryphon Master Fund LP's secured claim will also be paid in full from the balance of the sale proceeds.

Dell Financial Services LP,General Motors Acceptance Corporation,Key Equipment Finance, and US Bancorp's secured claims will be paid according to the terms stated in their respective prepetition agreements with the Debtors, or the release of their collateral in full, at the option of the successful bidder.

Each holder of Administrative Convenience and General Unsecured Claims will receive pro rata distribution of a lump sum of $150,000 on the effective date.

Holders of Equity Interests will not receive any distribution under the Plan.

Headquartered in Los Angeles, California, 360 Global WineCompany and 360 Viansi LLC -- http://www.360wines.com/-- are small, diversified marketers of wine and alcoholic beverages. The company filed for Chapter 11 protection on March 7, 2007(Bankr. Nev. Case No. 07-50205). Brett A. Axelrod, Esq., atBeckley Singleton, Chartered, represents the Debtors in theirrestructuring efforts. David A. Honig, Esq., at Winston &Strawn LLP, represents the Official Committee of UnsecuredCreditors. When the Debtors sought protection from theircreditors, they listed total assets of $43 million and totaldebts of $39 million.

ADVANCED MEDICAL: Moody's Cuts Corporate Family Rating to B2------------------------------------------------------------Moody's Investors Service downgraded Advanced Medical Optics Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from B1. The rating outlook was revised to stable. These rating actions conclude the review process for possible downgrade, which began on May 29, 2007.

The downgrade of the company's Corporate Family Rating to B2 from B1 reflects Moody's view that the worldwide recall of the Complete MoisturePlus multipurpose solution will cause about $160 million of incremental costs and several months of lost revenues.

Sidney Matti, analyst, stated that, "Over the intermediate term, Advanced Medical Optics' operating performance will be muted because of additional brand rebuilding costs, some collateral damage to its products and litigation costs." Moreover, the company's cash flow generation will be hampered resulting in debt levels higher than Moody's expectations. Additionally, the company's integration of IntraLase will continue to be a risk factor.

Moody's notes that the company's other business segments continue to experience revenue growth. AMO continues to have the leading position within the refractive surgery space with over a 50% market share.

The stable ratings outlook anticipates the company will successfully integrate IntraLase and experience continued improved operating performance in the high single digits within its existing businesses. Additionally, the rating outlook incorporates Moody's expectation that the company will continue its acquisition strategy, albeit smaller in size, over the near term.

These ratings were downgraded:

-- Corporate Family Rating to B2 from B1;

-- Probability of Default Rating to B2 from B1;

-- Senior Secured Revolver (LGD2/14%) due 2013 to Ba2 from Ba1;

-- Senior Secured Term Loan B (LGD2/14%) due 2014 to Ba2 from Ba1;

-- Senior Subordinated Notes (to LGD4/46% from LGD4/50%) due 2017 to B2 from B1; and

Headquartered in Santa Ana, California, Advanced Medical Optics Inc. is a leader in the development, manufacturing and marketing of medical devices for the eye through three major product lines: cataract/implant, laser vision correction, and eye care. For the twelve months ended June 29, 2007, Advanced Medical Optics Inc. generated about $1 billion in revenues.

Mr. Lambert is a seasoned executive who brings to AMO approximately 20 years of experience and a diverse financial background. Most recently, he was senior vice president and chief financial officer of Quest Software, Inc. where he drove productivity gains and controlled costs, improved cash flow performance, integrated multiple acquisitions, and improved resource allocation processes.

Prior to joining Quest in November 2004, Mr. Lambert was chief financial officer at Quantum Corporation, and Nervewire, Inc., a pre-IPO internet services firm. He was also chief financial officer for a division of Lucent Technologies. Mr. Lambert holds a master's degree from Harvard Graduate School of Business Administration and a bachelor's degree from Stonehill College.

"Michael is an outstanding addition to our executive leadership team," Jim Mazzo, AMO chairman, president and chief executive officer, said. "He is an experienced leader with an excellent reputation and a deep understanding of the financial requirements of a public company with a global presence. I expect Michael to play an integral role in advancing our strategy to achieve sustained, profitable growth through innovative vision technologies that enhance the quality of life for people of all ages. I am pleased to welcome Michael to AMO."

Before Mr. Lambert's appointment, Richard A. Meier, 48, held positions of chief financial officer and chief operating officer at AMO. Mr. Meier will continue as AMO's chief operating officer and assume additional responsibility for management of the company's cataract/implant business and global customer services function, while maintaining his existing management responsibilities for AMO's eye care business and the company's global manufacturing and supply chain operations. C. Russell Trenary, III, 50, who was previously president of the company's cataract/implant business, has been named executive vice president of global public policy and medical education encompassing all of AMO's businesses and product lines. Both executives will continue to report directly to Mr. Mazzo.

About AMO

Based in Santa Ana, California, Advanced Medical Optics, Inc. -- http://www.amo-inc.com/-- (NYSE:EYE) develops advanced, life- improving vision technologies for people of all ages. Products in the cataract/implant line include intraocular lenses, phacoemulsification systems, viscoelastics, and related products used in ocular surgery. AMO owns or has the rights to such product brands as ReZoom(R), Tecnis(R), Clariflex(R), Sensar(R), and Verisyse(R) IOLs, Sovereign(R), Sovereign(R) Compact and WhiteStar Signature(TM) phacoemulsification systems with WhiteStar(R) technology, Healon(R) viscoelastics, and the Baerveldt(R) glaucoma shunt. and employs approximately 4,200 worldwide. The company has operations in 24 countries and markets products in approximately 60 countries.

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As reported in the Troubled Company Reporter on Sept. 4, 2007,Standard & Poor's Ratings Services lowered its corporate creditrating on Advanced Medical Optics Inc. to 'B+' from 'BB-'; theratings have been removed from CreditWatch with negativeimplications, where they were placed on Aug. 6, 2007.

AEGIS MORTGAGE: Wants Phoenix Capital as Investment Banker----------------------------------------------------------Aegis Mortgage Corp. and its debtor-affiliates seek the authority from the U.S. Bankruptcy Court for the District of Delaware to employ Phoenix Capital, Inc., as their investment bankers, effective as of Oct. 3, 2007.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones, LLP, in Wilmington, Delaware, told the Court that the Debtors have selected Phoenix Capital because of its extensive experience in providing investment banking solutions to businesses in the mortgage banking and mortgage servicing industries, and familiarity with the Debtors' business.

"Phoenix has participated in the sale and transfer of hundreds of servicing portfolios totaling nearly half a trillion dollars, and [has] been retained to conduct buyer representation analysis on a wide variety of servicing transactions, evaluating over $1,000,000,000 in mortgage servicing assets," Mr. O'Neill stated.

For its services rendered to the Debtors, Phoenix Capital will be paid under the terms of the Engagement Letter, which provides that:

a) in the event of a Core Asset Sale of the Debtors' Mortgage Servicing Rights, whether alone or combined with the sale of the Debtors' Residuals, the Debtors will pay Phoenix Capital an aggregate success fee equal to (i) $250,000, plus (ii) 5% of any proceeds received by the Debtors in excess of $8,500,000;

b) the event of a sale of the Debtors' Residuals that is separate and distinct from the sale of the Debtors' Mortgage Servicing Rights, the Debtors will pay Phoenix Capital an aggregate success fee equal to (i) $100,000, plus (ii) 5% of any proceeds received by the Debtors in excess of $6,500,000; and

c) the Debtors will reimburse Phoenix Capital for reasonable travel and other out-of-pocket expenses -- excluding counsel fees -- incurred by the firm, whether or not a transaction is consummated.

The Debtors will indemnify and hold harmless Phoenix Capital from all claims, liabilities and obligations relating to the engagement, except to the extent finally judicially determined to have resulted primarily from Phoenix's bad faith, intentional misconduct or recklessness.

Michael P. Lau, executive vice president of Phoenix Capital, assured the Court that his firm is a "disinterested person," as that phrase is defined in Section 101(14) of the Bankruptcy Code as modified by Section 1107(b).

Headquartered in Houston, Texas, Aegis Mortgage Corporation --http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. When the Debtors filed for bankruptcy, they listed assets and debts of more than $100 million.

AEGIS MORTGAGE: BoNY Wants to Terminate Stay to Pursue Action-------------------------------------------------------------Bank of New York, as Trustee c/o Countrywide Home Loans, asks the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay of Aegis Mortgage Corp. and its debtor-affiliates' Chapter 11 bankruptcy cases so that it may exercise its rights against a parcel of a real property located at 3945 Arthur Ashe Circle, Santa Rosa, California.

The borrowers with respect to the property defaulted in their payment obligation.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington, Delaware, related that the borrowers executed a promissory note as well as a mortgage on the property, which was delivered to Aegis Wholesale Corporation. The Mortgage, together with the note, was later transferred to Bank of New York.

Mr. Hiller related that based on the opinion of a certain broker, the property is worth approximately $650,000, before deducting costs of sale, broker's fees, and other fees that might be incurred in the liquidation of the property.

Mr. Hiller argued that Aegis Wholesale has no equity in the property since based on a review of the title of the property, the Debtor holds a junior mortgage that is subordinate to the Mortgage. He added that the junior mortgage adds little or no value to the bankruptcy estate which makes the property unnecessary for the Debtor's reorganization.

Mr. Hiller further contended that Bank of New York's interest in the mortgage is not adequately protected because the value of the property is decreasing. He added that Bank of New York does not know whether the property is properly insured or is being maintained by the borrowers.

Mr. Hiller said that Bank of New York's request will be unopposed or entered upon consensual terms that would make a stay of any order granting the request inappropriate. He added that BNY seeks relief from the stay provision of Rule 4001(a)(3) of the Federal Rules of Bankruptcy Procedure.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. When the Debtors filed for bankruptcy, they listed assets and debts of more than $100 million.

The company intends to use the net proceeds from the sale of the senior notes primarily to refinance a portion of its recourse debt. However, depending on the timing of the sources and uses of parent-level funds, up to $600 million of the net proceeds may be used to support the company's near-term investment requirements, such as the potential purchase of the Brazilian National Development Bank's interest in Brasiliana and anticipated investments in the Philippines, South Africa and Northern Ireland, or for general corporate purposes.

AES has a right of first refusal under the Brasiliana shareholders' agreement to acquire BNDES's interest in Brasiliana. BNDES has begun the process to sell its interest in Brasiliana.

The company may also use its internally-generated free cash flow, additional financing transactions and portfolio management transactions, including asset sales and subsidiary recapitalization transactions to fund its investments and for the refinancing of its recourse debt.

The senior notes will not be registered under the Securities Act of 1933, or any state securities laws. Therefore, the senior notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable securities laws. This announcement is neither an offer to sell nor a solicitation of an offer to buy the senior notes.

About AES Corporation

Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES) -- http://www.aes.com/-- is a power company is a holding company that through its subsidiaries, operates a portfolio of electricity generation and distribution businesses in 28 countries on five continents. The company's employs 30,000 people. It operates two types of businesses. The distribution business, which it refers to as Utilities and the generation business, where it sells power to wholesale customers, such as utilities or other intermediaries. In addition to its traditional generation and distribution operations, it is also developing an alternative energy business. During the year ended Dec. 31, 2006, it operated in seven segments, which include Latin America Generation, Latin America Utilities, North America Generation, North America Utilities, Europe & Africa Generation, Europe & Africa Utilities and Asia Generation.

AES CORP: Fitch Rates $2 Billion Senior Notes at BB---------------------------------------------------Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's $2 billion issuance of senior unsecured notes maturing 2015 and 2017. AES' long-term Issuer Default Rating is rated 'B+' by Fitch. The rating outlook is stable. The increase of the debt offer from $500 million does not change Fitch's view of the transaction as the pre-funding of growth capital spending and debt refinancing at a time of uncertain capital markets.

Fitch's rating is still based on its expectation that AES will use the proceeds during the next six months to pay down debt and to invest in several different generation projects. The company has $415 million of debt maturing in 2008, and a variety of debt with higher coupon rates than the new debt issued. In addition, the company has several projects nearing completion that should create sufficient cash flows to offset the additional incremental debt and interest expense and allow the company to maintain relatively stable credit metrics.

The ratings of AES reflect the high degree of parent-company recourse debt, the structural subordination of that debt to project level debt, and the reliance on distributions from its subsidiaries for parent-company debt service. Offsetting, in part, the company's financial risk is the solid base of utility and contracted generation as well as the diversity of cash flow sources. The current stable rating outlook reflects Fitch's expectation that credit metrics will stay within parameters for the current rating.

AES is one of the world's largest global power companies, with 2006 revenues of $11.6 billion. With operations in 28 countries on five continents, the company is active in the generation, transmission and distribution of electricity. The company controls more than 42,000 mw of capacity.

AES CORP: Moody's Affirms B1 Corporate Family Rating----------------------------------------------------Moody's Investors Service affirmed The AES Corporation's Corporate Family Rating at B1 and the senior unsecured rating assigned to its new senior unsecured notes offering at B1 following its upsizing to $2 billion from $500 million. LGD assessments are subject to change pending the final capital structure.

The rating affirmation is predicated on AES using net proceeds from the notes offering in excess of $600 million to refinance part of the company's estimated $4.8 billion of existing recourse debt. Total recourse debt after the refinancing, which Moody's expects to occur no later than year-end, is expected to be about $5.4 billion. Failure by AES to complete the refinancing within the above referred timeframe would cause Moody's to reconsider its assigned ratings.

The AES Corporation is a global power company with generation and distribution assets in Europe, Asia, Latin America, Africa and the United States.

AMERICAN STEAMSHIP: S&P Upgrades Ratings to BB- from B+-------------------------------------------------------Standard & Poor's Ratings Services raised its counterparty credit and financial strength ratings on American Steamship Owners Mutual P&I Assn. Inc. to 'BB-' from 'B+', and removed the ratings from CreditWatch with positive implications. The outlook is stable.

"The rating action reflects American Club's improved capitalization on an absolute basis, which grew from a very low $8.4 million at year-end 2005, to $32.4 million as of the first six months of 2007," said Standard & Poor's credit analyst Siddhartha Ghosh. American Club's ability to make supplemental calls enhances its financial flexibility, which is considered a strength to the rating.

The ratings also reflect American Club's modest improvement in underwriting processes since late 2006, which resulted in cancellation and nonrenewal of many policies with weak historical operating results. Standard & Poor's believes American Club's recent underwriting efforts and risk assessment processes, despite its infancy, will improve over the next few years.

The stable outlook reflects Standard & Poor's expectation that American Club's statutory capital should improve on both an absolute and risk adjusted bases in the next few years. In addition, S&P expect American Club to continue to improve its underwriting performance with combined ratios in the 105%-110% range in the next few years through enhanced risk management process and disciplined underwriting. American Club's gross tonnage is expected to remain flat or decline slightly as the company emphasizes underwriting quality over top-line growth.

AVADO BRANDS: Court Approves Sale of Lubbock Property for $662,500------------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware authorized Avado Brands Inc. to sell its real property located in Lubbock, Texas to Dwayne Lynche pursuant to a real estate purchase and sale agreement.

The Debtor and Mr. Lynche signed the purchase agreement on Aug. 16, 2007, in which the Debtor proposed to sell two tracts of land at Lubbock, including improvements, in exchange for $662,500.

Past Offers for Lubbock Property

The Debtor had informed the Court that its broker, DJM Realty Services LLC, received about 15 serious inquiries regarding the Lubbock property in October 2006. In March 2007, DJM transmitted to the Debtor a written offer of $700,000 cash from Peter Defries, the highest bidder for the property. However, Mr. Defries terminated the sale contract.

The Debtor added that in August 2007, about ten months of marketing the property, DJM received another offer and this time for $662,500 cash from Mr. Lynche.

DJM deemed it best that the Debtor accept Mr. Lynche's offer although it is about 5% below the previous offer, considering the declining real estate market and the fact that the property has been on sale for about ten months.

About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and HopsGrillhouse & Brewery. The restaurants are located in 22 states inthe U.S. As of Sept. 5, 2007, the Debtors employed about 9,970people. For the year ended July 31, 2007, the Debtors generatedabout $227.8 million in revenues and a negative EBITDA of$7.8 million.

AVADO BRANDS: Panel Wants Review Period on DIP Facility Extended----------------------------------------------------------------The Official Committee of Unsecured Creditors of Avado Brands Inc. finds a proposed 60-day period ending Nov. 16, 2007, to investigate the Debtor's postpetition financing agreement with DDJ Capital Management LLC insufficient. Hence, the Committee says the investigation period should be extended to later date beyond the proposed hearing on the sale of the Debtor's assets. The Committee also relates that the proposed $25,000 budget for its investigation is insufficient.

The Debtor had proposed Nov. 20, 2007, as hearing date to consider approval of the sale of its assets after a proposed auction slated for November 14. The Debtor proposes that bids be due by Nov. 7.

Avado plans to use the chapter 11 process to complete an orderly sale of the company's assets, via section 363 of the Bankruptcy Code.

Committee Raises Concerns

Earlier, the Committee had informed the Court that it has begun discussions with the Debtors regarding their request to obtain postpetition financing from DDJ Capital Management LLC. The Committee is also commencing discussions with the lenders regarding these issues. Based on its preliminary investigation, the Committee expressed concern, among others, that the Debtors' 5% weekly variance cushion may not provide sufficient protection from minor forecasting errors.

On the other hand, the Debtor had obtained second interim approval from the Court to use DDJ DIP facility.

However, the Committee says that presently, it doesn't object to the second interim order issued by the Court since it understands the Debtors' need for financing. The Committee hopes that its concerns will be resolved prior to the October 16 final hearing on the Debtors' motion to obtain DDJ DIP financing.

About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and HopsGrillhouse & Brewery. The restaurants are located in 22 states inthe U.S. As of Sept. 5, 2007, the Debtors employed about 9,970people. For the year ended July 31, 2007, the Debtors generatedabout $227.8 million in revenues and a negative EBITDA of$7.8 million.

This is the first meeting of creditors pursuant to Section 341(a)of the Bankruptcy Code.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and HopsGrillhouse & Brewery. The restaurants are located in 22 states inthe U.S. As of Sept. 5, 2007, the Debtors employed about 9,970people. For the year ended July 31, 2007, the Debtors generatedabout $227.8 million in revenues and a negative EBITDA of$7.8 million.

The downgrade results from ongoing declines in demand for Axia's products, due to continued declines in homebuilding and renovation activity. Moody's expects Debt-to-EBITDA leverage to increase above 6x, and EBIT-to-interest coverage to fall below 1.0x driven by declining operating income.

Axia's B3 corporate family rating reflects the company's small size, high financial leverage, weak free-cash-flow, and the company's dependence on residential home building activity. The company's leading market position in the automatic taping and finishing tools business, strong brand recognition, broad geographic diversification and strong EBITDA margins partially mitigate these concerns.

The company's debt instruments reflect an overall probability of default of Caa1. The B3 instrument ratings on Axia's senior secured term loan and revolving credit facility reflect an LGD3 (33%) loss given default rating, and are rated equally with the corporate family rating as there is no debt cushion afforded by junior capital.

Axia Inc., headquartered in Duluth, Georgia, is a leading manufacturer, marketer and distributor of ATF tools in North America.

BARLOW PROJECTS: Files List of 20 Largest Unsecured Creditors-------------------------------------------------------------Barlow Projects Inc. filed with the U.S. Bankruptcy Court for the Northern District of Texas a list of its 20 largest unsecured creditors.

BARLOW PROJECTS: Files Schedules of Assets and Liabilities---------------------------------------------------------------Barlow Projects Inc. submitted to the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing:

BARNERT HOSPITAL: Court Approves McCarter as Bankruptcy Counsel---------------------------------------------------------------The United States Bankruptcy Court for the District of New Jersey gave Nathan and Miriam Barnert Memorial Hospital Association permission to employ McCarter & English LLP as its bankruptcy counsel.

Mcarter & English is expected to:

a) advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business and property;

b) attend meetings and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in chapter 11;

c) take all necessary action to protect and preserve the Debtor's estates, including the prosecution of actions on behalf of the Debtor's estate, the defense of actions commenced against the estate, negotiations concerning litigation in which the Debtor may be involved and objections to claims filed against the estate;

d) prepare, on behalf of the Debtor, motions, applications, answers, orders, reports and papers necessary to the administration of the estate;

e) prepare and negotiate on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and documents and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan;

f) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with this chapter 11 case; and

g) appear before this Court, any appellate courts, and the U.S. Trustee and protecting the interests of the Debtor's estate before such court and the U.S. Trustee.

Joseph Lubertazzi, Jr., Esq., a member at McCarter & English,told the Court that the firm's professionals bill:

BARNERT HOSPITAL: Court Okays Teich Groh as Conflicts Counsel-------------------------------------------------------------The United States Bankruptcy Court for the District of New Jersey gave Nathan and Miriam Barnert Memorial Hospital Association authority to employ Teich Groh as its conflicts counsel.

As reported in the Troubled Company Reporter on Oct. 10, 2007,the Debtor has determined that in certain circumstances, itsprimary counsel, McCarter & English LLP, may have potential oractual conflicts of interest on matters that arise in this case.To ensure that it receives seamless legal representation to theextent any actual or potential legal conflicts arise, the Debtorhas asked Teich Groh to represent it as conflicts counsel duringthe pendency of its Chapter 11 case.

BARNERT HOSPITAL: Hires Donlin Recano as Claims Agent-----------------------------------------------------The United States Bankruptcy Court for the District of New Jersey gave Nathan and Miriam Barnert Memorial Hospital Association authority to employ Donlin Recano & Company Inc. as its claims, notice and balloting agent.

Donlin Recano will:

a. notify all potential creditors of the filing of the Debtor's bankruptcy petition and of the setting of the first meeting of creditors, pursuant to Bankruptcy Code Section 341, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules;

b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs listing the Debtor's known creditors and the amounts owed;

c. notify all potential creditors of the existence and amount of their respective claims, as evidenced by the Debtor's books and records and as set forth in their schedules;

d. furnish a notice of the last day for the filing of proofs of claims and a form for the filing of a proof of claims, after the notice and form are approved by the Court;

e. file with the cleck an affidavit or certificate of service which includes a copy of the notice, a list of person to whom it was mailed, and the date the notice was mailed, with 5 days of service;

f. maintain the official claims register for the Debtor on behalf of the clerk, and provide the cleck with certified duplicate unofficial claims register on a monthly basis, unless otherwise directed;

g. specify, in the applicable claim register, these information for each claim docketed:

i. claim number assigned;

ii. date received;

iii. name and address of the claimant and agent;

iv. filed amount of the claim, if liquidate; and

v. classification of the claim according to the proof of claim.

h. record all transfers of claims and provide any notices of the transfers required by the Bankruptcy Rule 3001;

i. make changes in the claims register pursuant to Court order;

j. turn over to the cleck copies of the claims register for the clerk's review, upon completion of the docketing process for all claims received to date by the clerck's office;

k. maintain the claims register for public examination without charge during regular business hours;

l. maintain the official mailing list for the Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party-in-interest or the clerk;

m. assist with, among other things, solicitation, calculation, and tabulation of votes and distribution, as required in furtherance of confirmation of the plan;

n. provide and maintain a webstite where parties can view claims filed, status of claims, and pleadings or other documents filed with the Court by the Debtor; and

o. transport all original documents in proper format, as provided by the clerks' office, to the federal records center.

Louis A. Recano, a principal of the firm, assures the Court that the firm does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code.

BAUSCH & LOMB: Expects $630 Mil. Net Sales in Qtr. Ended Sept. 29-----------------------------------------------------------------Bausch & Lomb Inc. reported preliminary financial results for the third quarter ended Sept. 29, 2007. The company disclosed projected net sales of between $625 million and $630 million for the three months ended Sept. 29, 2007, compared to net sales of $577.3 million in the same period in the prior year. That would represent an increase of between 8% and 9% on a reported basis, or approximately 5% growth in constant currency.

For the quarter ended Sept. 29, 2007, the company disclosed estimated operating income of between $63 million and $65 million, EBITDA of between $95 million and $97 million, and Adjusted EBITDA of between $119 million and $121 million. In the prior-year period we reported operating income of $30.1 million; EBITDA of $61.8 million and Adjusted EBITDA of $84.9 million.

Settlement of Material Intellectual Property Litigation

Effective Oct. 8, 2007, the company has settled the patent infringement action against it entitled Rembrandt Vision Technology, L.P. vs. Bausch & Lomb Incorporated, bearing case number 2:05 CV 491, and pending in the Federal District Court for the Eastern District of Texas (Marshall Division).

Under the settlement, the lawsuit against the company will be dismissed with prejudice and Rembrandt agrees not to sue the company under Rembrandt's oxygen permeability and tear-wettability technology that it claims to be protected by a U.S. Patent No. 5,712,327 entitled "Soft Gas Permeable Lens Having Improved Clinical Performance."

The financial terms of the settlement, which are not material to the company, have not been disclosed.

About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:BOL) -- http://www.bausch.com/-- develops, manufactures, and markets eye health products, including contact lenses, contactlens care solutions, and ophthalmic surgical and pharmaceuticalproducts. The company is organized into three geographicsegments: the Americas; Europe, Middle East, and Africa; and Asia (including operations in India, Australia, China, Hong Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand). In Latin America, the company has operations in Brazil and Mexico. In Europe, the company maintains operations in Austria, Germany, the Netherlands, Spain, and the United Kingdom.

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As reported in the Troubled Company Reporter on Oct. 9, 2007, Moody's Investors Service assigned a B2 Corporate Family Ratingto WP Prism LLC. It is Moody's understanding that at the closeof the transaction, WP Prism LLC will merge into Bausch & LombIncorporated, which will be the surviving entity.

As reported in the Troubled Company Reporter on Oct. 8, 2007,Standard & Poor's Ratings Services lowered it corporate creditrating on Bausch & Lomb Inc. to 'B+' from 'BB+' and removed allthe ratings from CreditWatch where they were placed on May 17,2007, with negative implications. The outlook is stable.

BEAZER HOMES: To Restate FY 2004 thru 2006 Financial Reports------------------------------------------------------------The audit committee of Beazer Homes USA Inc. has determined that it will be necessary for the company to restate its financial statements relating to fiscal years 2004 through 2006 and the interim periods of fiscal 2006 and fiscal 2007.

The restatement is also expected to impact the financial results for fiscal years 1999 through 2003 and the company expects that it will reflect the impact of financial results for these prior years as a part of the opening balances in the financial statements for the restatement period.

The company expects the restatement's cumulative impact will likely be an increase in net income, but will reflect an expected decrease in net income for the company's 2006 fiscal year.

Until the internal investigation is completed and the restatement is finalized, the company is unable to quantify the impact of the restatement on its issued financial statements.

As a result of the audit committee's findings, the company's financial statements for the periods impacted by the restatement and the related audit reports of the company's independent registered public accounting firm should no longer be relied upon.

The restatement will not cause an adjustment to the company's current cash position.

About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --http://www.beazer.com/-- is a single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers.

* * *

As reported in the Troubled Company Reporter on Aug, 28, 2007,Moody's Investors Service lowered the ratings of Beazer Homes USA Inc., including its corporate family rating to B1 from Ba2 and senior unsecured notes rating to B1 from Ba2. The ratings remain on review for possible further downgrade, continuing the review process that was initiated on August 13, 2007.

BEAZER HOMES: Audit Panel Sees Down Payment Assistance Violation----------------------------------------------------------------The internal investigation of the audit committee of Beazer Homes USA Inc.'s board of directors found evidence that employees of the company's Beazer Mortgage Corporation subsidiary violated certain U.S. Department of Housing and Urban Development regulations, particularly in relation to Down Payment Assistance programs, in certain Federal Housing Administration insured loans originated by Beazer Mortgage Corporation dating back to at least 2000.

Due to several uncertainties regarding the company's ultimate liability from these matters, at this time it is not possible for the company to determine the total financial statement impact related to the mortgage issues identified in the internal investigation.

The company's potential future liability relates, in part, to the impact of providing reimbursement of losses arising from mortgage defaults in circumstances in which the company's FHA-insured mortgage origination activities would have violated standard representations made to mortgage purchasers.

In the event of fraud or certain misrepresentations at the time of the sale of such FHA-insured loans, the company may be liable for losses suffered either by the mortgage purchaser, or HUD if any payment was made pursuant to an FHA loan guarantee. The factors influencing the extent of such potential future liability include, among other things, the number of FHA-insured loans originated by Beazer Mortgage Corporation, the percentage of such loans in which misrepresentations or fraud may have occurred, and the default rate, principal amount and losses associated with such loans.

The company intends to negotiate a settlement with regulatory authorities that would allow the company to quantify its exposure associated with reimbursement of losses and payment of regulatory fines, if they are imposed.

Based on an analysis of the factors and available precedents, the company believes that an aggregate settlement with regulatory authorities in a range of $8 - $15 million may be attainable. However, no settlement has been reached with any regulatory authority at this time and there can be no assurance that any such settlement, if reached, will be within this range.

The company is also liable for damages, costs and expenses related to potential civil litigation involving FHA-insured loans that cannot be quantified at this time.

Accounting for Reserves and Other Accrued Liabilities

In the course of the internal investigation, the audit committee discovered that reserves and other accrued liabilities, relating to land development costs and costs to complete on closed homes were recorded in prior accounting periods in excess of amounts that would have been appropriate under generally accepted accounting principles.

In essence, the investigation uncovered the accumulation of reserves and other accrued liabilities in the earlier periods affected by the restatement that were partially and improperly released into income during fiscal 2006. The company believes the cumulative impact for correcting these matters over all periods affected by the restatement will be to increase pre-tax income by more than $25 million.

However, the restatement for these matters is expected to reduce pre-tax income for the company's 2006 fiscal year by approximately $20 million.

Model Home Sale-Leaseback Accounting

The company also identified the existence of a continuing interest in the potential appreciation of model homes sold in certain sale-leaseback transactions to investors. Due to this continuing interest, these model home transactions did not qualify for sale-leaseback accounting, and, instead, should have been accounted for as financing transactions in accordance with GAAP.

The company has no negative economic exposure to the eventual sales prices of the model homes when sold by the investors. Therefore, the restatement of these transactions will relate to timing differences that will have the effect of shifting revenue and income from fiscal year 2006 into future periods. Through June 30, 2007, pretax income is expected to be reduced by approximately $20 million, with a corresponding increase in future periods.

The estimated adjustments remain subject to review by the company's management, its audit committee and the company's independent registered public accounting firm as part of its audit of the company's consolidated financial statements, and, as a result, there can be no assurance that the final adjustments that are made as part of the restatement will not differ materially from these estimates.

Furthermore, the impact of these matters on the company's internal control over financial reporting and disclosure procedures is being evaluated.

In the audit committee of Beazer Homes's board of directors has been conducting an independent internal investigation of the company's mortgage origination business since April 2007.

The audit committee retained Alston & Bird LLP as its independent legal counsel which, in turn, retained Navigant Consulting, Inc. as independent forensic accountants, to assist with the investigation. The internal investigation was conducted across the company's operations.

The company will complete the restatements soon as practical. Management and the audit committee have discussed the restatement with the company's independent registered public accountingfirm.

About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --http://www.beazer.com/-- is a single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers.

* * *

As reported in the Troubled Company Reporter on Aug, 28, 2007,Moody's Investors Service lowered the ratings of Beazer Homes USA Inc., including its corporate family rating to B1 from Ba2 and senior unsecured notes rating to B1 from Ba2. The ratings remain on review for possible further downgrade, continuing the review process that was initiated on August 13, 2007.

BEAZER HOMES: Obtains Subpoena on Mortgage Origination Services---------------------------------------------------------------Beazer Homes USA Inc. and its subsidiary, Beazer Mortgage Corporation received a subpoena from the United States Attorney's Office in the Western District of North Carolina seeking the production of documents focusing on our mortgage origination services.

In addition, the company received from the Securities and Exchange Commission a formal order of private investigation to determine whether the company and/or other persons or entities involved with the company have violated federal securities laws, including the anti-fraud, books and records, internal accounting controls, periodic reporting and certification provisions thereof.

While the restatement will address the accounting errors and irregularities preliminarily identified in the audit committee investigation and in the additional reviews conducted by management, the U.S. Attorney and the SEC investigations are ongoing, and there can be no assurance that there will not be additional issues or matters arising from these investigations.

In addition, there can be no assurance that the audit committee will not discover additional information that could affect the restatement adjustments presently being considered.

The company is cooperating with the U.S. Attorney and SEC investigations. The interim results of the independent internal investigation have been provided to both the U.S. Attorney and the SEC.

About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --http://www.beazer.com/-- is a single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers.

* * *

As reported in the Troubled Company Reporter on Aug, 28, 2007,Moody's Investors Service lowered the ratings of Beazer Homes USA Inc., including its corporate family rating to B1 from Ba2 and senior unsecured notes rating to B1 from Ba2. The ratings remain on review for possible further downgrade, continuing the review process that was initiated on August 13, 2007.

BEAZER HOMES: Amends Credit Facility to Waive Events of Default---------------------------------------------------------------Beazer Homes USA Inc. has entered into a waiver and amendment of its revolving credit facility on Oct. 10, 2007, waiving events of default under the facility arising from the company's decision to restate its financial statements.

Under the amendment, the company's obligations under the revolving credit facility will be secured by assets that make up a borrowing base well as substantially all of the company's unencumbered personal property.

Approximately $32 million of borrowings are outstanding under the company's secured credit facilities. The company has made, and expects to make, all scheduled payments of principal and interest under the revolving credit facility and the secured credit facilities.

The company has also informed the agents and lenders under its $500 million unsecured revolving credit facility and its two other secured credit facilities of its intention to restate its financial statements. There are no amounts drawn under the revolving credit facility and approximately $108 million of letters of credit outstanding.

The borrowing base is expected to be comprised of approximately $108 million in cash, for the purpose of collateralizing the outstanding letters of credit. The company is permitted to grow the borrowing base by adding additional cash and/or real estate to the collateral securing the revolving credit facility.

Subject to certain conditions, the company will be permitted to obtain a release of liens on cash securing the facility if it substitutes real estate into the borrowing base, subject to agreed upon advance rates on such real estate.

In addition, the company obtained additional flexibility with respect to its financial covenants in the revolving credit facility. The company has sufficient real property that, if added to the collateral pool, would allow it to fully access the total $500 million commitment under the revolving credit facility.

As reported in the Troubled Company Reporter on Sept. 11, 2007 Beazer Homes has received on Sept. 6, 2007, purported default notices from U.S. Bank National Association, the trustee under the indentures governing Beazer's outstanding: (i) 8-5/8% senior notes due May 2011; (ii) 8-3/8% senior notes due April 2012; (iii) 6-1/2% senior notes due November 2013; (iv) 6-7/8% senior notes due July 2015; and (v) 8-1/8% senior notes due June 2016.

The notices allege that the company is in default under theindentures because it has not yet filed with the Securities andExchange Commission and delivered to the trustee its QuarterlyReport on Form 10-Q for the quarterly period ended June 30, 2007. The notices further allege that these defaults will become events of default under the indentures if not remedied within 60 days.

About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --http://www.beazer.com/-- is a single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers.

* * *

As reported in the Troubled Company Reporter on Aug. 28, 2007,Moody's Investors Service lowered the ratings of Beazer Homes USA Inc., including its corporate family rating to B1 from Ba2 and senior unsecured notes rating to B1 from Ba2. The ratings remain on review for possible further downgrade, continuing the review process that was initiated on August 13, 2007.

BOMBAY CO: Gets Initial Nod to Use Cash Collateral--------------------------------------------------The United States Bankruptcy Court for the Northern Districtof Texas gave Bombay Company Inc. and its debtor-affiliates authority, on an interim basis, to use GE Corporate Lending and GE Canada Finance Holding Company's cash collateral.

GE Corporate and GE Canada are the Debtors' DIP financing lenders.

The Debtors say that it has insufficient source of workingcapital to meet payroll and expenses obligations, thus, it needs to use cash collateral to finance these obligations to preserve the value of its estate.

As adequate protection, the Debtors grant the lenders priority over any and all other administrative expenses, including superiority administrative expenses claims.

Headquartered in Fort Worth, Texas, The Bombay Company, Inc.,(OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories,wall decor and furniture through 384 retail outlets and theInternet in the U.S. and internationally, including CaymanIslands. The company and five of its debtor-affiliates filedfor Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex.Lead Case No. 07-44084). Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Official Committee of Unsecured Creditors. As of May 5, 2007, the Debtors listed total assetsof $239,400,000 and total debts of $173,400,000.

BOMBAY CO: State Wants Bid Procedures Hearing Moved to November 16------------------------------------------------------------------The State of Texas asks the United States Bankruptcy Court forthe Northern District of Texas to further extend the hearing on Bombay Company Inc. and its debtor-affiliates' proposed assetsale procedures, until Nov. 16, 2007.

On Sept. 20, 2007, the Debtors asked the Court for authority to sell substantially all of their assets free and clear of all liens and interests.

The State tells the Court that it needs more time to conduct discovery about the Debtors' sale request and enforce the laws which the Debtors seek to violate reasonable notice of the proposed transaction.

According to the State, the Consumer Protection Division of the Texas Attorney General's office did not receive the Debtors' bankruptcy petition or the request prior to the hearing on thebid procedures on Sept. 25 and 26, 2007.

In addition, the Stated asserts that the Debtors have neglected to serve some regulatory authorities responsible for enforcing violation of "GOB" sales laws in other states.

The State points out that the Debtors ask the Court to approve the asset purchase agreement for the sale of its assets on an extremely expedited basis.

Furthermore, the State notes that the Debtors also seek to waive compliance with any state or local law on store closing and to enjoin any action by any governmental authority to prevent consumation of the store closing sales.

Headquartered in Fort Worth, Texas, The Bombay Company, Inc.,(OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories,wall decor and furniture through 384 retail outlets and theInternet in the U.S. and internationally, including CaymanIslands. The company and five of its debtor-affiliates filedfor Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex.Lead Case No. 07-44084). Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Official Committee of Unsecured Creditors. As of May 5, 2007, the Debtors listed total assetsof $239,400,000 and total debts of $173,400,000.

CANON COMMS: Moody's Changes Outlook to Positive from Stable------------------------------------------------------------Moody's Investors Service changed Canon Communications LLC's rating outlook to positive from stable, reflecting recent performance which Moody's expects will lead to continued improvement in the company's financial metrics. Moody's also affirmed all existing ratings.

The change in rating outlook to positive from stable reflects management's success in achieving revenue and EBITDA growth during fiscal 2006 and 2007, resulting in improvement in its leverage profile which should be enhanced by the recently announced acquisitions.

On Oct. 9, 2007, Canon acquired two German trade shows; INTERPART and SURFACTS. This announcement follows Canon's September 2007 acquisition of Engel Publishing Partners, a provider of print, online and data products and conferences. Canon funded these relatively modest-sized acquisitions, in part, through the issuance of equity from its owners. Moody's considers that the cash flow generated by the acquired trade shows will assist the company's efforts to reduce leverage.

The B3 Corporate Family rating continues to reflect Canon's modest scale, high leverage, the acquisitiveness of management, its vulnerability to advertising spending in the medical device manufacturing sector, and its current dependence upon three trade shows and two publications for about 40% of total contribution, pro forma for the recently announced acquisitions.

Ratings are supported by the defensibility and leading market position of the company's properties, (especially the annual New York City and Anaheim shows), the cost efficiencies and high margins provided by Canon's co-location model, the high growth prospects of its on-line product offerings, the company's ability to generate modest levels of free cash flow and the high degree of near-term revenue visibility which characterizes Canon's trade show business in particular.

Headquartered in Los Angeles, California, Canon Communications is a leading producer of print productions, trade shows and digital media for the medical device manufacturing and other niche markets. Pro-forma for the acquisitions, the company reported revenues of $87 million for the LTM period ended June 30, 2007.

COMMUNITY HEALTH: Commences Exchange Offer for 8-7/8% Sr. Notes ---------------------------------------------------------------Community Health Systems Inc. launched an offer to exchange the 8-7/8% Senior Notes due 2015 that it sold on July 25, 2007, for new 8-7/8% Senior Notes due 2015. The exchange offer will expire at 5:00 p.m., New York time on Nov. 13, 2007, unless extended.

The Exchange Notes are identical in all material respects to the existing Notes, except that the Exchange Notes will be registered with the Securities and Exchange Commission and not subject to the transfer restrictions and registration rights that related to the existing Notes.

The company sold the existing Notes that are subject to the offer in a private placement to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems Inc. (NYSE: CYH) -- http://www.chs.net/-- operates general acute care hospitals in non-urban communities throughout the United States. Through its subsidiaries, the company owns, leases or operates approximately 130 hospitals in 28 states and one in Ireland, with an aggregate of approximately 19,200 licensed beds. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. In addition, through its QHR subsidiary, the company provides management and consulting services to independent general acute care hospitals located throughout the United States.

* * *

As reported in the Troubled Company Reporter on July 30, 2007,Standard & Poor's Ratings Services lowered its ratings onCommunity Health Systems Inc. The corporate credit rating waslowered to 'B+' from 'BB-'. The ratings were removed fromCreditWatch, where they were placed with negative implications on March 20, 2007. The rating outlook is stable.

COMPLETE COMMS: First Citizens Wants Chapter 11 Trustee Appointed-----------------------------------------------------------------First Citizens Bank & Trust Company, as factoring agent and largest unsecured creditor, asks the U.S. Bankruptcy Court for the Western District of Texas to appoint a chapter 11 trustee in Complete Communications Services Inc.'s case.

First Citizens tells the Court that a chapter 11 trustee is needed in the case based upon a clear evidence of fraudulent and dishonest conduct of the Debtor's management.

First Citizens relates that the Debtor has committed repeated acts of fraud, gross mismanagement and management incompetence during its 18-month business relationship with the Debtor.

According to First Citizens, from the inception of the parties factoring arrangement in March 2006 until its termination on Aug. 3, 2007, it has paid over $9 million to the Debtor's operating subsidiary, CoCom Cabling Systems, for accounts that First Citizens purchased. However, First Citizens says CoCom had misappropriated the account proceeds due to the lender and this non-payment is principally the result of CoCom's fraud, mismanagement and incompetence.

In addition, First Citizens points to CoCom's issuance of about 772 checks over the parties' 12 months of business relationship, for which there were insufficient funds in CoCom's operating account or which resulted in that account being overdrawn.

First Citizens also disclosed that a year prior to filing for bankruptcy, while CoCom failed to pay millions of dollars owed to trade creditors and First Citizens, CoCom made fraudulent transfers. CoCom, First Citizens alleges, made loans and non-payroll disbursements to insiders totaling $1,713,100, of which $1,489,000 was disbursed to Heidi Cottingham, president and chief executive officer.

On Aug. 3, 2007, First Citizens said it demanded payment of $9.3 million from CoCom by a letter. Thereafter, First Citizens commenced an investigation and verification whereby it discovered among others, that there were numerous accounts, totaling hundreds of thousands of dollars, where payments had been made directly to CoCom, rather than to First Citizens.

Moreover, First Citizens argued that it has overwhelming lack of confidence in the Debtor and its management resulting from the Debtor's refusal to provide relevant documentation of its financial affairs.

The Court has scheduled a hearing on Nov. 5, 2007 at 1:30 p.m. to consider the appointment of a chapter 11 trustee in the Debtor's case.

As reported in the Troubled Company Reported on Sept. 5 2007, the Debtor raised questions on the validity of First Citizens' liens and intends to file an adversary proceeding against First Citizens. The Debtor alleges that First Citizen failed to perfect its security interest in the Debtor's asset prior to the 90-daypreference period.

The TCR also reported that the Court had permitted the Debtor to use First Citizens' cash collateral, specifically non-factored accounts receivable, on an interim basis. The Court however forbid the Debtor from using cash proceeds from accounts receivables that have been factored by First Citizens.

COMPLETE COMMUNICATIONS: Files List of Largest Unsecured Creditors------------------------------------------------------------------Complete Communications Services Inc. submitted the U.S. Bankruptcy Court for the Western District of Texas for permission its list of 20 largest unsecured creditors.

COMPLETE COMMUNICATIONS: Taps Hance Scarborough as Special Counsel------------------------------------------------------------------Complete Communications Services Inc. asks the U.S. Bankruptcy Court for the Western District of Texas for authority to employ Hance Scarborough Wright Woodward & Weisbart LLP as its special litigation counsel.

Hance will assist the Debtor in an investigation relating to an alleged legal malpractice by Winstead PC. The Debtor has proposed to commence the investigation because it believes that Winstead has breached its fiduciary duty to the Debtor as a result of an ongoing conflict of interest. In addition, Hance will also assist the Debtor to request for a disqualifications of Winstead from various matters.

The Debtor relates that Winstead formerly represented the Debtor in obtaining employment and immigration documents for an employee, Robert Reyes. To date, Winstead has not withdrawn from its representation of the Debtor. However, Winstead is now counsel to the Debtor's factoring agent and largest unsecured creditor, First Citizens Bank of North Carolina in a lawsuit filed by First Citizens Bank against Complete Communications and two of its officers on various grounds including breach of contract and fraud.

The Debtor states that Winstead has insisted that no conflict of exists and no duty is breached by its dual representations. However, the Debtor believes that Winstead has had access to and has been privy to its confidential corporate information. Hence, the Debtor has not consented to the dual representation.

The Debtor will pay Hance based on the firm's customary rates. Also, Hance requires the Debtor to pay a $10,000 retainer to begin its investigation.

To the best of the Debtor's knowledge, Hance has no interest adverse to the Debtor or its estate and is disinterested.

CONGOLEUM CORP: FCR Has Until Oct. 25 to File Amended Disclosure----------------------------------------------------------------The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey gave R. Scott Williams, Esq., the Future Claims Representative for Congoleum Corp. and its debtor-affiliates, until Oct. 25, 2007, to file an amended disclosure statement explaining the Chapter 11 Plan of Reorganization filed by the FCR.

Under the FCR's Plan, Administrative Claims, Priority Tax Claims, Priority Claims and Lender Secured Claims will be paid in full.

The FCR discloses that Reorganized Congoleum will enter into a revolving credit and term loan and exit facility in the aggregate principal amount of $30 million with lenders acceptable to the FCR and secured by substantially all of the assets of Reorganized Congoleum.

Holders of Other Secured Claims will have their claims reinstated, the FCR adds. .

General Unsecured Creditors will receive their pro rata share of:

(a) 49% of the common stock of Reorganized Congoleum to be issued on the effective date of the Plan, and

(b) the 10% Senior Subordinated Notes due Dec 31, 2013 to be issued by Reorganized Congoleum in the aggregate principal amount of $50 million bearing a 10% interest per annum and payable semi-annually.

Holders of Convenience Class Claims, will receive, in full satisfaction of their claims, cash equal to the lesser of:

(a) the amount of the claim; or (b) $1,000

Workers' Compensation Claims will pa paid in the ordinary course of business.

All claims of American Biltrite, Inc., will be subordinated to all other Claims.

On the effective date, all liability for all Asbestos Personal Injury Claims, as well as liability for all future demands, will be assumed by the Plan Trust. Asbestos Property Damage Claims will also be assumed by the Plan Trust.

Congoleum's Interests will be cancelled and holders will receive nothing under the plan. Subsidiary Interests however will be retained.

About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)-- http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety of product features, designs and colors. The Company filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago.

CONGOLEUM CORP: U.S. Trustee Wants Examiner to Probe Tersigni-------------------------------------------------------------Kelly Beaudin Stapleton, U.S Trustee for Region 3, asks the U.S Bankruptcy Court for the District of New Jersey to appoint an examiner to investigate the conduct of L. Tersigni Consulting, P.C, and determine whether Congoleum Corp. and its debtor-affiliates or the estate have any causes of actions against L. Tersigni Consulting, P.C. as a result of that conduct.

The U.S. Trustee tells the Court that there are allegations that Tersigni improperly billed the estate for time that it did not work. It also appears that Tersigni engaged in a systematic effort to improperly increase its bills in not only this case, but in many other bankruptcy cases in which it was employed, the Trustee adds.

The Trustee asserts that an examiner is needed to investigate Tersigni's conduct and billing practices in this case and to determine what causes of action the Debtors or the estate may have against Tersigni.

The Trustee further argues that the issue is of vital importance as it involves allegations of a professional who has violated its fiduciary obligation to the estate and its duty of candor to the court.

The appointment of an independent fiduciary to investigate these serious allegations of fraud and dishonesty related to the affairs of the Debtors is both warranted and necessary. The Trustee tells the Court that appointment of an examiner will benefit all creditors and the estate because it serves to uncover the extent of Tersigni's conduct and determine the causes of action for this estate that exist against Tersigni.

Other Examiner Requests

The Trustee discloses that it has filed a similar request in the bankruptcy case of G-I Holdings, Inc. (Bankr. D. N.J. Case No. 01-30135). The Hon. Rosemary Gambardella is set to hear on that request on October 16.

The Trustee also made the same request in W.R. Grace & Co.'s bankruptcy proceedings.

W.R. Grace Request

As reported in yesterday's Troubled Company Reporter, at hearing on Sept. 24, 2007, the Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware refused to appoint a Court examiner to probe on the bills paid by W.R. Grace & Co. and its debtor affiliates to L. Tersigni Consulting until the Office of the U.S. Trustee for Region 3 can explain why it took them 17 months to inform the Court of the investigation initiated by the Department of Justice on Loreto Tersigni and the Tersigni firm.

Judge Fitzgerald, during the hearing, also expressed her concern on the additional expense Grace will likely incur if an examiner is appointed. A continued hearing for October 25 and 26, 2007, has been set for the examiner request.

About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)-- http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety of product features, designs and colors. The Company filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago.

CRUM & FORSTER: Moody's Lifts Senior Debt Rating to Ba2-------------------------------------------------------Moody's Investors Service upgraded the senior debt rating of Crum & Forster Holdings Corp. to Ba2 from Ba3. In the same action, Moody's also upgraded the insurance financial strength ratings of its main operating companies (United States Fire Insurance Company and The North River Insurance Company) to Baa2 from Baa3. The outlook for the ratings is stable. This action concludes the review for upgrade which began on July 17, 2007. The outlook for the ratings is stable.

According to Moody's, the rating upgrade reflects management's success in improving underwriting discipline and results at Crum & Forster, the resultant higher profitability, as well as the increasing financial flexibility at Crum & Forster's parent, Fairfax Financial Holdings Ltd. Over the past several years, the company has centralized its underwriting function and produced steadily improving operating profitability, improved capitalization and a marked decrease in adverse development of prior year reserves. Of continuing concern to Moody's, however, is the company's exposure to catastrophe risk and the possibility of continued adverse development of asbestos and environmental liabilities.

c. the company reports adverse development in excess of 7% of beginning year reserves; or

d. there is a material increase in the company's catastrophe exposure

These ratings were upgraded:

Crum & Forster Holdings Corp.:

-- senior unsecured debt rating to Ba2 from Ba3;

United States Fire Insurance Company:

-- insurance financial strength rating to Baa2 from Baa3;

The North River Insurance Company:

-- insurance financial strength rating to Baa2 from Baa3.

Crum & Forster primarily underwrites property and casualty insurance in the United States. Its main lines of business include workers' compensation, property, general liability and commercial automobile insurance. At June 30, 2007, Crum & Forster Holdings Corp. reported net premiums written of $594 million, net income of $62 million, and quarter-end shareholders' equity of $1 billion.

CRYSTAL SPRINGS: Files List of 20 Largest Unsecured Creditors-------------------------------------------------------------Crystal Springs Apparel LLC filed with the U.S. Bankruptcy Court for the Southern District of Mississippi a list of its 20 largest unsecured creditors.

ELAN CORP: S&P Holds 'B' Rating and Revises Outlook to Positive---------------------------------------------------------------Standard & Poor's Ratings Services revised its outlook on Elan Corp. PLC to positive from stable and affirmed the ratings on the company and its subsidiaries, including the 'B' corporate credit rating.

The outlook revision reflects the increasing sales of Dublin, Ireland-based Elan's key product, the multiple sclerosis treatment, Tysabri. Although continued losses and negative cash flow remain concerns, Standard and Poor's believes that the current sales momentum of Tysabri will enable Elan to turn profitable and cash flow positive in the near-to-intermediate term. Elan has sufficient cash on hand to fund its operations until that point, and while the company remains highly leveraged, it does not face any major debt maturities until 2011.

"The ratings on Elan reflect the company's high debt leverage, continued losses and negative cash flow, and heavy reliance on the sales of Tysabri," said Standard & Poor's credit analyst Arthur Wong. "These are offset somewhat by the growth potential of Tysabri in an MS market, adequate liquidity in the form of significant on-hand cash, and the lack of significant debt maturities until 2011."

Elan specializes in the development and marketing of treatments for pain, central nervous system ailments, infectious diseases, and autoimmune problems.

ESTERLINE TECH: Selling 3.45 Million Common Stock for $55/Share ---------------------------------------------------------------Esterline Technologies Corporation has agreed to sell 3,450,000 shares of its common stock at an initial public offering price of $55 per share in an underwritten public offering.

Net proceeds from the offering will be used to repay outstanding debt under credit facilities and for general corporate purposes.

The sale will be made under Esterline's effective shelf registration statement filed with the Securities and Exchange Commission.

The sole underwriter for the offering is Jefferies & Company Inc.

A copy of the final prospectus supplement relating to the offering may be obtained, when available, from:

Based in Bellevue, Washington, Esterline Technologies Corp.(NYSE: ESL) -- http://www.esterline.com/-- is a specialized manufacturing company serving aerospace and defense customers. The company designs, manufactures and markets engineered products and systems for application. The company operates in three segments: Avionics and Controls, Sensors and Systems, and Advanced Materials.

* * *

In February 2007, Moody's Investor Service placed the company's long term corporate family and probability of default ratings at 'Ba2', which still hold to date. The outlook is stable.

GENERAL MOTORS: New Labor Contract Protects UAW Jobs----------------------------------------------------It took a two-day strike, extraordinary solidarity and more than two months of tough bargaining for 73,000 United Auto Workers union members at General Motors Corp. to bring home a new contract with unprecedented product and investment commitments.

With the protection of U.S. manufacturing jobs at the top of the union's bargaining agenda, UAW negotiators insisted on -- and won -- solid pledges from GM to build specific products in specific plants.

GM also agreed to a moratorium on outsourcing, a pledge to insource more than 3,000 UAW jobs and a commitment to hire 3,000 temporary workers as permanent GM employees.

"For too many years, America has stood idly by while industries moved overseas," UAW President Ron Gettelfinger said. "U.S. autoworkers made a decision. We were fighting for U.S. auto jobs. We made progress at GM, and we're going to continue to advocate for a strong U.S. manufacturing sector."

The new contract covers more than 73,000 active workers at GM and more than 269,000 GM retirees and 69,000 surviving spouses. It will expire on Sept. 14, 2011.

The agreement delivers substantial economic gains to active workers, including a $3,000 signing bonus, two 3% lump sums and a 4% lump sum. Projected economic gains for a typical UAW GM assembler during the life of the agreement will total $13,056, including bonuses, lump sums, and projected gains from cost-of-living allowances.

The contract also brings unprecedented job security with company commitments to invest in new products for its existing U.S. facilities, as well as a moratorium on plant closings and outsourcing of work over the life of the agreement. The UAW also was able to secure a commitment to hire 3,000 temporary workers into full-time, traditional employment.

The contract maintains comprehensive health care, with dental, hearing and other benefits, and prescription drug coverage for active workers. In addition, GM will contribute more than $35 billion to secure long-term health care for UAW GM retirees. This includes a $24.1 billion contribution to a new Voluntary Employee Beneficiary Association, which will establish an independent trust fund to pay retiree health benefits; up to $1.6 billion in additional contributions if needed to maintain the solvency of the trust fund; a $4.37 billion convertible note issued by GM, and an estimated $5.4 billion in direct payments for retiree health care through Jan. 1, 2010, before the new VEBA is operational. Active workers will contribute to the cost of retiree health care through COLA diversions, and because resources that would have been used for a general wage increase for active workers will instead be contributed to the VEBA. A portion of COLA payments will also be diverted to defray the cost of health care for active workers.

Retired workers will have their health benefits secured by a Voluntary Employee Beneficiary Association, prefunded by GM with $29.9 billion in cash and other assets. The fund can only be used to pay retiree health benefits, and will remain solvent for decades regardless of the financial condition of GM.

For the first time, the UAW GM agreement will provide both an increase in basic pension benefits for retirees and a lump-sum payment in the first year of the agreement. Basic pension benefits are increased in each year of the agreement and "30-and-out" benefits are enhanced for workers who retire under the new agreement. Current retirees will receive a $700 lump-sum payment in December, and a lump-sum payment based on years of credited service for each of the other three years of the agreement. Surviving spouses will receive 65 percent of these amounts. The new contract provides that entry-level workers at GM in non-core job classifications such as material movement, general stores management and kitting and sequencing will be paid under a new, lower wage and benefit structure. These provisions are intended to keep work in GM plants and to encourage the possibility of future employment growth.

In recognition of the ongoing health care crisis in the United States, the agreement also establishes the National Institute for Health Care Reform, a joint labor-management effort to improve the affordability, accessibility and accountability of the U.S. health care system. The Institute, with $15 million in initial funding from five annual $3 million payments by GM, will serve as a research and educational center dedicated to improving the medical delivery system, including efforts to expand access to quality health care for all Americans.

The proposed contract will also deliver benefits to current and future retirees, with four lump-sum payments for current retirees, and a raise in basic benefit rates, the 30-and-out supplement, temporary and interim benefits for future retirees.

The company came into these talks looking to shred our contract to pieces," UAW Vice President Cal Rapson, who directs the UAW GM Department, said. "But you can't tear apart a group that stands together the way UAW members do."

The new agreement also requires contributions from active UAW members to benefit retirees, and an adjustment in wage schedules to encourage new hiring at GM. Resources that would have gone to a general wage increase for active workers will instead be used to contribute to the VEBA to fund retiree health care benefits, and GM will have the right to hire entry-level workers at a lower wage rate for certain "non-core" operations.

"We're dealing with the realities of a highly competitive industry that does not operate on a level playing field," Mr. Rapson said. "We've negotiated a realistic agreement that protects existing manufacturing jobs, and also creates the possibility for future growth."

Member Ratification of the New CBA

As reported in yesterday's Troubled Company Reporter UAW members voted to ratify a new collective bargaining agreement with GM. The vote was 66% in favor of the four-year pact among production workers, and 64% in favor among skilled trades workers.

As previously reported, the union reached a tentative agreement with GM following a two-day strike against the company. UAW President Ron Gettelfinger praised the membership and local union leadership for their solid support.

"We entered these negotiations with a clear mandate from our membership," Mr. Gettelfinger said. "With their help and solidarity, we were able to achieve our goals. We protected jobs, wages and benefits for both active and retired General Motors workers -- and we helped protect middle-class manufacturing jobs in communities throughout the United States."

UAW Vice President Cal Rapson, who heads the union's UAW GM Department, commended the work of the National Negotiating Committee, led by Bill King of UAW Local 659.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 280,000 people around the world and manufactures cars andtrucks in 33 countries, including the United Kingdom, Germany,France, Russia, Brazil and India. In 2006, nearly 9.1 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services.

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As reported in the Troubled Company Reporter on Sept. 28, 2007,Fitch Ratings has affirmed and removed the Issuer Default Rating and debt ratings of General Motors from Rating Watch Negative following the announcement that GM has reached an agreement on a new contract with the United Auto Workers. Fitch currently rates GM as: IDR 'B'; Senior secured 'BB/RR1'; and Senior unsecured 'B- /RR5'. GM's Rating Outlook is Negative.

As reported in Troubled Company Reporter on Sept. 26, 2007,Moody's Investors Service is maintaining its current ratings ofGeneral Motors Corporation -- B3 Corporate Family, Caa1 seniorunsecured and Ba3 senior secured, and Negative Outlook following the announcement of a strike against the company by the United Auto Workers Union.

Following the decision of the United Auto Workers union to go out on strike against General Motors Corp., Fitch Ratings placed General Motors Corporation's 'B' issuer default rating, 'BB/RR1' senior secured debt rating; and 'B-/RR5' senior unsecured debt rating on Rating Watch Negative.

"This transaction is a strategic decision and underlines GMAC's commitment to the Indian market and desire to position our business for the long term," Ruud Grin, regional vice president for GMAC Asia Pacific, said. "The Indian auto market is a key area of growth and through whole ownership, GMAC will be better positioned to continue to expand its automotive finance business. In addition, we value our relationship with General Motors in this market, and will continue to support the sale of GM products in the region."

In 2004, Nucleus Software Exports Limited, one of GMAC's key international information technology suppliers, acquired 25.1% of GMAC's Indian operation.

"Nucleus Software Exports Limited has been an excellent partner, and GMAC's automotive International Operations will continue to use Nucleus as one of its preferred information technology providers," Mr. Grin said.

About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financialservices company that operates in approximately 40 countries inautomotive finance, real estate finance, insurance and othercommercial businesses. GMAC was established in 1919 and currently employs about 31,000 people worldwide.

GMAC Financial Services India Ltd. has been present in India since 1997 with headquarters in Chennai and 100 employees in 21 offices across the country.

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As reported in the Troubled Company Reporter on May 4, 2007,Standard & Poor's Ratings Services affirmed its 'BB+/B-1'counterparty credit rating on GMAC LLC. The outlook was revised to negative from developing.

GREAT CIRCLE: Wants to File Schedules & Statements Until Oct. 19----------------------------------------------------------------Great Circle Family Foods LLC and its debtor-affiliates askthe United States Bankruptcy Court for the Central Districtof California to further extend, until Oct. 19, 2007, the period within which they can file their schedules of assets and liabilities, and statement of financial affairs.

The Court originally set, Oct. 6, 2007, as the deadline for the Debtors to file their schedules and statements.

The Debtors tell the Court that it needs more time to analyze and compile the records to meet its obligations within the required period.

Based in Fullerton, California, Great Circle Family Foods, LLC --http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee with about a dozen stores operating in Southern California. Thecompany and five of its affiliates filed for chapter 11 protectionon Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600). KimTung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors. The U.S. Trustee for Region 16 has appointed seven creditors to the Official Committee of Unsecured Creditors in these cases. When the Debtors filed for protection from their creditors, it listed assets and debts between $1 million and $10 million.

GREAT CIRCLE: Taps Levene Neale as Bankruptcy Counsel-----------------------------------------------------Great Circle Family Foods LLC and its debtor-affiliates askthe United States Bankruptcy Court for the Central District of California for authority to employ Levene, Neale, Bender, Rankin& Brill LLP as their bankruptcy counsel.

Levene Neale will:

a) advise the Debtors with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtors;

b) advise the Debtors with regard to certain rights and remedies of their bankruptcy estates and the rights, claims and interests of creditors;

c) represent the Debtors in any proceeding or hearing in the Bankruptcy Court involving their estates unless the Debtors are represented in such proceeding or hearing by other special counsel;

d) conduct examinations of witnesses, claimants or adverse parties and represent the Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of LNBRB's expertise or which is beyond the firm's staffing capabilities;

e) prepare and assist the Debtors in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtors' use, sale or lease of property outside the ordinary course of business;

f) represent the Debtors with regard to obtaining use of debtor in possession financing or cash collateral including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing or cash collateral;

g) assist the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and

h) perform any other services which may be appropriate in the firm's representation of the Debtors during their bankruptcy case.

Ron Bender, Esq., a partner of the firm, assures the Court that the firm does not hold any interest adverse to the Debtors' estate, and is a "disinterested person" as that term is definedin Section 101(14) of the Bankruptcy Code.

Based in Fullerton, California, Great Circle Family Foods, LLC --http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee with about a dozen stores operating in Southern California. Thecompany and five of its affiliates filed for chapter 11 protectionon Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600). KimTung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors. The U.S. Trustee for Region 16 has appointed seven creditors to the Official Committee of Unsecured Creditors in these cases. When the Debtors filed for protection from their creditors, it listed assets and debts between $1 million and $10 million.

At the same time, Standard & Poor's assigned bank loan and recovery ratings to Guitar Center Inc.'s proposed senior secured facilities. The company's proposed $375 million asset-based revolver due 2013 is rated 'B+', with a recovery rating of '1' indicating our expectation for very high (90%-100%) recovery in the event of a payment default. The proposed $650 million term loan facility is rated 'B-' with a recovery rating of '3' indicating the expectation for meaningful (50%-70%) recovery.

Proceeds from the bank facilities, the senior unsecured notes, and a $625 million equity contribution, will be used to fund the purchase of Guitar Center Inc. by Bain Capital Partners LLC for a total purchase price of $2.2 billion, including fees and expenses.

"The ratings on Guitar Center reflect the company's participation in the highly fragmented and competitive music products retail market, weaker-than-expected operating results at the Music & Arts division, and a very highly leveraged capital structure that will result in very weak cash flow protection measures," said Standard & Poor's credit analyst David Kuntz.

Although Guitar Center has a history of robust growth and consistent margins, the company's recent operating performance has been negatively impacted by the challenging operating environment of 2006 and 2007, and to some extent by store cannibalization resulting from the company's rapid expansion. The company's operating margins have been declining for the past six quarters.

"We expect margins to remain soft as any improvement resulting from slower growth plans and improved profitability of the maturing store base will be offset by pressures from the underperforming Music & Arts division," said Mr. Kuntz. "That division delivered very disappointing results in 2006, with negative $76.2 million of EBITDA."

HALO TECHNOLOGY: Wants $300,000 DIP Pact with SQMaze Approved-------------------------------------------------------------Halo Technology Holdings Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Connecticut to obtain $300,000 in postpetition financing from SQMaze LLC.

The Debtors tell the Court that if approved, the loan agreement will provide adequate protection to SQMaze's security and interest liens, subject and subordinate to the valid perfected liens of Fortress Capital Corp., first priority secured lender, in all of the Debtors' assets.

In addition, the loan agreement states that the Debtors will negotiate a sale to SQMaze of their majority interest in Kenosia Corporation, pending Court approval of a plan of reorganization.

The Debtors say they need the financing because several operating and economic factors have reduced their income and cash flow which were used to fund their daily expenses.

The Debtors will use the funds to pay rent and salaries; purchase supplies; and finance other working capital needs.

Based in Greenwich, Connecticut, Halo Technology Holdings Inc. (PINK:HTHO) -- http://www.haloholdings.com/-- fka Warp Technology Holdings Inc. is a holding company whose subsidiaries operate enterprise software and information technology businesses. The company and its affiliates filed for chapter 11 protection on Aug. 20, 2007, (Bankr. D. Conn. Lead Case No. 07-50480). At March 31, 2007, the company reported total assets of $47,344,373 and total liabilities of $45,494,297.

HALO TECHNOLOGY: Selects Del Conte Annello as Accountant--------------------------------------------------------Halo Technology Holdings Inc. and its Debtor-affiliates request authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Del Conte Annello & Schuch P.C. as their accountant.

Del Conte Annello will assist the Debtors in the preparation of schedules, statement of financial affairs, debtor-in-possession operating reports and other requirements of the U.S. Trustee; preference analysis, and reconcilation of claims.

The Debtor relates that Del Conte Annello will also seek reimbursement for actual and necessary out-of-pocket expenses in the rendition of its professional services.

To the best of the Debtors' knowledge, the firm holds no interest adverse to the Debtors and their estates and is "disinterested" as the term is defined in the Section 101(14)of the Bankruptcy Code.

Greenwich, Connecticut-based Halo Technology Holdings Inc. --http://www.haloholdings.com/-- fka Warp Technology Holdings Inc., is a holding company whose subsidiaries operate enterprise software and information technology businesses. The company and its affiliates filed for chapter 11 protection on Aug. 20, 2007 (Bankr. D. Conn. Lead Case No. 07-50480). At March 31, 2007, the company reported total assets of $47,344,373 and total liabilities of $45,494,297.

HALO TECHNOLOGY: Wants to Hire Morris Manning as Special Counsel----------------------------------------------------------------Halo Technology Holdings Inc. and its Debtor-affiliates ask the U.S. Bankruptcy Court for the District of Connecticut for authority to employ Morris Manning & Martin LLP as their special counsel.

Morris, Manning will perform services in connection with litigation matters including the case on Cooper, et al., pending in the U.S. District Court for the Northern District of Georgia.

The Debtors relate that the plaintiffs in the Officer Lawsuit are also plaintiffs in the Halo Lawsuit and the claims are substantially the same. However, Mr. Kunin will not represent the officers in connection with any indemnity claims they might hold against the Debtors.

Greenwich, Connecticut-based Halo Technology Holdings Inc. --http://www.haloholdings.com/-- fka Warp Technology Holdings Inc., is a holding company whose subsidiaries operate enterprise software and information technology businesses. The company and its affiliates filed for chapter 11 protection on Aug. 20, 2007 (Bankr. D. Conn. Lead Case No. 07-50480). At March 31, 2007, the company reported total assets of $47,344,373 and total liabilities of $45,494,297.

Hilton has determined to amend the terms of its tender offer and consent solicitation for the Bonds to increase the Bonds Total Consideration offered to holders who tender their Bonds at or prior to the Amended Consent Payment Deadline.

The total consideration for each $25 principal amount of the Bonds validly tendered and not validly withdrawn pursuant to the tender offer and consent solicitation for the Bonds at or prior to the Amended Consent Payment Deadline has been increased to $25.25.

Hilton has also extended the consent payment deadline applicable to the tender offer and consent solicitation for the Bonds. The revised consent payment deadline applicable to the Bonds is 5:00 p.m., New York City time, on Oct. 16, 2007, unless extended or terminated by Hilton in its sole discretion.

Holders of Bonds must validly tender and not validly withdraw their Bonds at or prior to the Amended Consent Payment Deadline in order to be eligible to receive the Bonds Total Consideration pursuant to the tender offer and consent solicitation for the Bonds.

Holders of Bonds validly tendering and not validly withdrawing their Bonds after the Amended Consent Payment Deadline and at or prior to the Offer Expiration Date will be eligible to receive only the Bonds tender offer consideration, which is equal to the Bonds Total Consideration, $25.25 per $25 principal amount of Bonds, less the consent payment which is $1.00 per $25 principal amount of Bonds.

The other terms of the tender offers and consent solicitations for Hilton's 7.625% Notes due 2008, 7.2% Notes due 2009, 8.250% Notes due 2011, 7.625% Notes due 2012, 7.5% Notes due 2017, 7.430% Chilean Inflation-Indexed Notes due 2009 and the Bonds, remain unchanged.

The tender offer for each issue of Securities will expire at 8:00 a.m., New York City time, on Oct. 24, 2007, unless extended or earlier terminated by Hilton in its sole discretion. It is expected that the Offer Expiration Date will be extended to coincide with the date that the Merger becomes effective.

Each tender offer and consent solicitation is being made independently of the other tender offers and consent solicitations and Hilton reserves the right to terminate, withdraw or amend each tender offer and consent solicitation independently of the other tender offers and consent solicitations at any time and from time to time.

The tender offers and consent solicitations were conducted in connection with the merger agreement that provides for the acquisition of Hilton by BH Hotels LLC, an entity controlled by investment funds affiliated with The Blackstone Group L.P.

The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including the Merger having occurred, or such Merger occurring substantially concurrent with the Offer Expiration Date. However, the completion of the tender offers and consent solicitations is not a condition to completion of the Merger.

Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment Bank to act as the lead Dealer Managers for the tender offers and lead Solicitation Agents for the consent solicitations, and they can be contacted at (877) 696-BEAR (toll-free) ((212) 272-5112 (collect)) and (888) 719-4210 (toll-free) ((203) 719-4210 (collect)), respectively.

Requests for documentation may be directed to Global Bondholder Services Corporation, the Information Agent, which can be contacted at (212) 430-3774 (for banks and brokers only) or (866) 924-2200 (for all others toll-free).

About Hilton Hotels Corporation

Headquartered in Beverly Hills, California, Hilton Hotels Corp.-- http://www.hilton.com/-- together with its subsidiaries, engages in the ownership, management, and development of hotels, resorts, and timeshare properties, as well as in the franchising of lodging properties in the United States and internationally, including Australia, Austria, Barbados, Finland, India, Indonesia, Trinidad and Tobago, Philippines and Vietnam.

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In July 2007, Moody's Investor Service placed the company's long term corporate family and bank loan debt ratings at 'Ba1'. The ratings still hold to date.

Hines Horticulture Inc.'s stock was suspended on Aug. 8, 2007 and has not traded on NASDAQ since that time. NASDAQ will file a Form 25 with the Securities and Exchange Commission to complete the delisting. The delisting becomes effective ten days after the Form 25 is filed.

Headquartered in Irvine, California, Hines Horticulture Inc.(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates commercial nurseries in North America, producing a broadassortment of container grown plants. Hines Horticulture sellsnursery products primarily to the retail segment, which includes premium independent garden centers, as well as leading home centers and mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.

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As reported in the Troubled Company Reporter on July 5, 2007,Standard & Poor's Ratings Services lowered its ratings on Irvine, Hines Horticulture Inc., including its corporate credit rating to 'CCC+' from 'B-'. The outlook is developing.

JOCKEYS GUILD: Mulls Filing for Bankruptcy------------------------------------------The Jockeys' Guild Inc. is contemplating on filing for bankruptcy, reports say. The Guild has been facing financial difficulties since kicking out Wayne Gertmenian, it former president, in November 2005.

National manager Terry Meyock refused to comment on the bankruptcy speculations. Frank Angst of the Thoroughbred Times relates the members of the Guild's Senate were not immediately available for comment.

According to the reports, Mr. Meyock, in a statement released on Oct. 10, 2007, said that the Guild has been struggling with the high cost of insurance and was looking at all options in order to address issues given its limited resources.

Claire Novak of Blood-Horse relates that Mr. Meyocks was hired in September 6 to replace Dwight Manley. Mr. Manley was brought in to replace Mr. Gertmenian.

Mr. Angst adds that Mr. Gertmenian's state trial in the Los Angeles County Superior Court is set to start on October 16. The Guild, Mr. Angst, had filed the suit against it former president on allegations of neglect of fiduciary duties.

KESSLER HOSPITAL: Files Second Amended Disclosure Statement-----------------------------------------------------------Willam B. Kessler Memorial Hospital Inc. filed Wednesday with the U.S. Bankruptcy Court for the District of New Jersey its Second Amended Disclosure Statement explaining its Second Amended Plan of Reorganization.

Closure of Dialysis Center

The Debtor reminds the Court that in April 2007, it shut down its dialysis center located at 811 South Egg Harbor Road in Hammonton, New Jersey because the center was losing money.

The Debtor relates that with regards to the dialysis facility, Susquehanna Bank was granted relief from the automatic stay to repossess this facility.

Sale of Interest

On Sept. 24, 2007, the Court approved the sale of the Debtor's interest in Cooperative Home Healthcare of Atlantic County Inc. to AtlantiCare Health Services Inc. for $2,675,000.

Treatment of Claims

Under the Second Amended Plan, the secured claim of Northern Healthcare Capital, Inc. will be paid in accordance with the Final Order approving Debtor-in-Possession Financing and the loan documents executed by the Debtor.

Central Atlantic Leasing's secured claim, estimated at $1 million, will be paid in equal monthly installments for a period of 120 months at 7% per annum.

The Debtor relates that the value of the equipment is less that the secured claims of Abbot Labs and Sensory Management Services, LLC. The Debtor says that Abbot and Sensory will be paid the value of their respective collateral over 60 months at 7% interest per annum.

The claims of Berenato & Pullia and Mar-Dor Building is secured by the property located at 936 Central Avenue in Hammonton, New Jersey. Under the Second Amended Plan, the Debtor will pay Berenato $684 per month until confirmation of its Plan.

The Debtor discloses that Priority Claims of Creditors with Non-Union, Non-Taxing Authority Employee Related Claims includes all unpaid 403(b) match contributions and any portion of the claim of an employee for wages, salary, termination benefits or accrued sick or vacation pay which is within the priority limits, but not related to any benefits to be paid to Local 1199C Health and Welfare Fund or Pension Funds. The priority amount of $202,435 due to this class will be paid on the effective date. In addition, the administrative claim for post-petition 403(b) match contributions in the amount of $338,000 will also be paid on the effective date. The remaining amount of $551,000 however, will be treated as a general unsecured claim.

The Debtor says that as of October 10, it has not yet determined whether the contract with Local 1199C will be assumed or rejected. The Debtor further says that claims related to 1199C consists of unpaid pre-petition health and welfare payments of approximately $400,354. The Debtor, under the Plan, will make these contributions on the effective date but any non-priority portion will be treated as a general unsecured claim.

The Debtor tells that Court that the Claim of JNESO and the National Labor Relations Board consists of the claim of JNESO, and a related claim of the NLRB, for any amounts due under the expired Collective Bargaining Agreement with the Debtor which arose pre-petition and are accorded priority status. The Debtor discloses that it is negotiating a successor agreement with JNESO. To the extent that the claims are demonstrated and qualify for priority treatment, the Debtor will cure any unpaid claims over 24 months in equal monthly installments commencing on the effective date.

General unsecured creditors, on account of their claims, will receive these treatments:

(a) commencing on Dece. 31, 2008, the Debtor will make the first of six annual payments of $250,000 to the Distribution Trustee for deposit into the Distribution Trust to be distributed pro-rata to unsecured creditors; and

(b) the proceeds of all Avoidance Action litigation commenced by the Estate Representative shall be paid to the Distribution Trust after payment of any counsel fees and costs.

The Distribution Trust will make annual distributions to beneficiaries on a pro-rata basis.

Based in Hammonton, New Jersey, William B. Kessler MemorialHospital, Inc. -- http://www.kesslerhospital.org/-- is a non- profit corporation that operates a hospital. The Company filedfor chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. CaseNo. 06-18680). Albert A. Ciardi, III, Esq., at Ciardi & Ciardi,P.C., represents the Debtor in its restructuring efforts. CarolA. Slocum, Esq., at Klehr Harrison Harvey Branzburg & Ellers,represents the Official Committee of Unsecured Creditors. As ofits bankruptcy filing, the Debtor disclosed total assets of$5,906,300 and total liabilities of 12,602,600.

The company reported preliminary income before income taxes of $205.5 million for the first fiscal quarter ended Sept. 23, 2007. Revenue for the period was $684.6 million compared to revenue of $678.5 million for the June 2007 quarter. Shipments for the September 2007 quarter were approximately $621 million compared to June 2007 quarter shipments of approximately $694 million.

The selected financial results for the September quarter are preliminary due to the ongoing voluntary internal stock option review and could be subject to adjustment.

Preliminary gross margin was $343.9 million, or 50.2% of revenue and preliminary operating income was $197.9 million, or 28.9% of revenue for the September 2007 quarter. Included in selling, general and administrative expenses is $3.1 million in legal costs incurred during the September 2007 quarter as a result of the voluntary internal stock option review.

Cash and cash equivalents, short-term investments and restricted cash and investments balances were $1.3 billion at the end of September. During the September 2007 quarter, capital expenditures were $11.4 million and proceeds from the issuance of common stock related to employee equity-based plans were $14.0 million. Total shares outstanding as of Sept. 23, 2007, were 124,499,377. At the end of the period, deferred revenue was $225.6 million and the anticipated future revenue value of orders shipped to Japanese customers that are not recorded as deferred revenue was approximately $62 million.

"Lam Research produced another strong quarter, driven by sound operational execution and continued market share gains. We have enjoyed significant success in enhancing our market position at the leading edge, winning a number of new applications and executing to our customers' most critical challenges," said Steve Newberry, Lam Research's president and chief executive officer. "Our results continue to keep pace with the long term strategic and financial objectives that we have set out for Lam," Newberry concluded.

About Lam Research

Headquartered in Fremont, California, Lam Research Corporation (Nasdaq: LRCX) -- http://www.lamresearch.com/-- is a major provider of wafer fabrication equipment and services to the world's semiconductor industry.

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As reported in the Troubled Company Reporter on Aug. 29, 2007, Standard & Poor's Ratings Services placed its 'BB-' corporatecredit rating on Lam Research Corp. on CreditWatch with negative implications following the company's announcement that it will be unable to timely file its 2007 form 10-K. The company stated that it intends to file as soon as practicable, but does not expect that the 10-K will be filed "on or before the fifteenth calendar day following the required filing date as prescribed in Rule 12b-25." The delay has been caused by a review of the company's historical stock option practices.

The company's balance sheet, as of Aug. 26, 2007, showed total assets of $2.84 billion and total liabilities of $3.60 billion, resulting in a $779 million stockholders' deficit.

Net revenues for the third quarter were $1.05 billion compared to $1.02 billion for the same period last year, a 2% increase. Net revenues would have been stable before the benefit of favorable currency exchange rates. The net revenue performance reflects stronger sales in Europe and Asia, partially offset by a decline in North America driven by lower U.S. Levi Strauss Signature(R) and Dockers(R) sales. The Levi's(R) brand grew in each region as the brand's improved product offerings performed well around the world. Net revenues also benefited from additional brand-dedicated retail stores worldwide.

Net income for the third quarter increased 24% to $61 million compared to $49 million in the prior year. Net income benefited primarily from lower tax and interest expense.

"The Levi's(R) brand is growing around the world and our European business is performing very well," John Anderson, chief executive officer, said. "Asia Pacific continued to grow with strong performance again in the emerging markets. North America's lower revenue this quarter was disappointing, but I am optimistic about the region's results for the year. Our year-to-date results put us on track to deliver modest revenue growth, solid net income improvement and reduced debt for the year."

Gross profit increased 3% to $486 million for the quarter compared to $473 million in the prior year period. Gross margin increased slightly to 46.3% of net revenues compared to 46.0% of net revenues in the same period last year.

Selling, general and administrative expenses for the quarter increased 10% to $343 million from $312 million in the 2006 period. Higher SG&A expenses in the 2007 period were primarily attributable to increased selling expense related to new company-operated stores, a lower benefit-plan curtailment gain compared to the 2006 period and changes in currency exchange rates. These were partially offset by lower administrative costs in the 2007 period.

Operating income decreased 9% to $143 million compared to $158 million for the third quarter of 2006. The lower operating income reflects the lower net revenue in North America and a lower benefit-plan curtailment gain in the 2007 period, partially offset by lower corporate staff costs and expenses.

Interest expense decreased 12% to $53 million compared to $60 million for the prior year period. The decrease is the result of its debt refinancing and debt reduction actions taken during 2006 and 2007, which resulted in lower debt levels and lower average borrowing rates.

"Our margins remain healthy and our strong cash flow enables us to reduce debt while continuing to invest in the future of the business," Hans Ploos van Amstel, chief financial officer, said. "Overall, I'm pleased with our results. While we have some challenges ahead, we expect to deliver another solid fiscal year."

About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is a branded apparel company. The company designs and markets jeans and jeans-related pants, casual and dress pants, tops, jackets and related accessories for men, women and children under its Levi's, Dockers and Levi Strauss Signature brands in markets around the world.

Levi Strauss & Co. is privately held by descendants of thefamily of Levi Strauss. Shares of company stock are notpublicly traded. Shares of Levi Strauss Japan K.K., thecompany's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide. Levi Strauss Europe is headquartered in Brussels, Belgium, while Levi's Asia Pacific division is based in Singapore. Levi's has operations in Brazil, Mexico, Chile and Peru.

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As reported in the Troubled Company Reporter on Aug. 30, 2007,Standard & Poor's Ratings Services raised its ratings on LeviStrauss & Co. including its long-term corporate credit rating to 'B+' from 'B'. The outlook is stable.

LEVI STRAUSS: Consent Payment Deadline for Tender Offer Expires---------------------------------------------------------------Levi Strauss & Co. disclosed that the consent payment deadlinein connection with the cash tender offer and related consentsolicitation for any and all outstanding $525.0 millionaggregate principal amount of its 12.25% Senior Notes due 2012was on Oct. 3, 2007, at 5 p.m., New York City time. The company was seeking consent to amend the indenture under which the Notes were issued to eliminate or make less restrictive most of the restrictive covenants, and certain related events of default, contained in the indenture. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of the Notes. As of the consent payment deadline, the company had received tenders of Notes and deliveries of related consents from holders of approximately $505.7 million aggregate principal amount (or 96.3%) of the Notes. Accordingly, the requisite consents to adopt the proposed amendments have been received.

The proposed amendments will become operative when the companyinitially accepts the Notes for purchase pursuant to the termsof the offer, which will occur promptly following, and subjectto, the satisfaction or waiver of the conditions to the offer,including the company's amendment of its senior securedrevolving credit facility to increase its line of creditthereunder by an additional $200.0 million to US$750.0million, which shall include a $250.0 million tranche that issecured by certain U.S. trademarks associated with the Levi's(R) brand upon terms and conditions satisfactory to the company.

The tender offer yield for the Notes tendered and accepted willbe 4.565% and was determined as of 10 a.m. New York City time,on Oct. 3, 2007 by reference to a fixed spread of 50 basispoints over the yield of 4.065% of the 4.375% U.S. Treasury Note due Dec. 31, 2007, as described in the Offer to Purchaseand Consent Solicitation Statement, dated Sept. 19, 2007. Assuming an initial payment date of Oct. 11, 2007, the totalconsideration for each $1,000 principal amount of Notesvalidly tendered and not validly withdrawn prior to Oct. 3, 2007, is $1,073.99, which includes an early consent payment of $30.00 per $1,000 principal amount of the Notes.

Notes tendered may no longer be withdrawn except as required bylaw. As previously announced, the tender offer will expire atmidnight, New York City time, on Oct. 17, 2007, unless extendedor earlier terminated by the company. Holders of Notes tendered after the consent payment deadline but prior to the expiration of the tender offer will not be entitled to the consent payment of $30.00 per $1,000 aggregate principal amount of Notes.

The company has retained Credit Suisse as dealer manager andsolicitation agent in connection with the tender offer andconsent solicitation. Questions about the tender offer andconsent solicitation may be directed to Credit Suisse at 212-325-4951 (collect). Holders can request documents from D.F.King & Co., Inc., the information agent and tender agent, at888-887-0082 (U.S. toll free) or 212-269-5550 (collect).

About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is a branded apparel company. The company designs and markets jeans and jeans-related pants, casual and dress pants, tops, jackets and related accessories for men, women and children under its Levi's, Dockers and Levi Strauss Signature brands in markets around the world.

Levi Strauss & Co. is privately held by descendants of thefamily of Levi Strauss. Shares of company stock are notpublicly traded. Shares of Levi Strauss Japan K.K., thecompany's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide. Levi Strauss Europe is headquartered in Brussels, Belgium, while Levi's Asia Pacific division is based in Singapore. Levi's has operations in Brazil, Mexico, Chile and Peru.

* * *

As reported in the Troubled Company Reporter on Aug. 30, 2007,Standard & Poor's Ratings Services raised its ratings on LeviStrauss & Co. including its long-term corporate credit rating to 'B+' from 'B'. The outlook is stable.

LEVI STRAUSS: Selects Vanessa Castagna & Stephen Neal on Board--------------------------------------------------------------Levi Strauss & Co. has elected two additional members to itsboard of directors: Vanessa Castagna, a seasoned retailexecutive, and Stephen Neal, the chairman and chief executiveofficer of Cooley Godward Kronish LLP. The company also saidthat Pat House, a current LS&CO. director, was stepping downfrom LS&CO.'s board at the end of this year.

Vanessa Castagna

"Vanessa brings 34 years of retail experience, including seniorleadership positions at Mervyns, JCPenney and Wal-Mart," saidLS&CO.'s chairman Bob Haas. "We will benefit from Vanessa'sperspectives on both the wholesale side of our business, whichrepresents the majority of our sales, as well as on our growingretail operations around the world. Vanessa's a seasoned leader who will add tremendous value to our strategic discussions and board deliberations."

Ms. Castagna most recently led Mervyns department stores as itsexecutive chairwoman of the board from 2005 until earlier thisyear. Prior to Mervyns, Ms. Castagna served as chairman andchief executive officer of JCPenney Stores, Catalog and Internet from 2002 through 2004. She joined JCPenney in 1999 as chief operating officer, and was both president and COO in 2001. Ms. Castagna's extensive retail career includes senior-level merchandising positions at retail companies including Wal-Mart, Marshall's and Target. Ms. Castagna joined Lazarus, a division of Federated Department Stores, in 1972, after she was graduated from Purdue University in 1971.

"I have a deep and very positive connection to Levi Strauss &Co. going back more than two decades," said Ms. Castagna."Levi's(R) is a legendary and enduring global brand, and I amexcited and honored about the opportunity to work with thecompany's leadership team and board to help drive future growthand shareholder value."

Ms. Castagna was listed for four consecutive years as one ofFortune magazine's "50 Most Powerful Women in Business" and fortwo years as one of Forbes magazines "100 Most Powerful Women."Ms. Castagna is a fundraiser for the Children's Miracle Networkand the New York University Medical Center's Rusk Institute. She is also involved with the Boys and Girls Clubs of America, the American Cancer Society, the American Red Cross, the March of Dimes and the United Way.

Stephen Neal

Stephen Neal is the chairman and chief executive officer of thelaw firm Cooley Godward Kronish. In addition to his extensiveexperience as a trial lawyer on a broad range of corporateissues, Mr. Neal has represented and advised numerous boards ofdirectors, special committees of boards and individual directors on corporate governance and other legal matters. His clients have included many large and high profile companies, such as General Motors, PG&E, PacifiCare Health Systems and USGCorporation.

"In recent years, Steve Neal has provided invaluable advice toLS&CO.'s board, and I am very pleased to welcome him now as adirector," said Mr. Haas. "Steve is a highly respected attorney with deep knowledge and broad experience in corporategovernance. We look forward to benefiting from his seasonedperspectives."

"Levi Strauss & Co. has a well-deserved corporate reputation for doing business distinctly and responsibly for more than 150years," said Mr. Neal. "I have tremendous respect andadmiration for the Haas family and LS&CO., and look forward toworking closely with the board and contributing to the company's future success."

Prior to joining Cooley Godward in 1995 and becoming CEO in2001, Mr. Neal was with Kirkland & Ellis in Chicago. He started there in 1973 and was a partner from 1978 until 1995. He received his J.D. from Stanford in 1973 after attending Harvard as an undergraduate.

Pat House

"At the same time we are adding two new directors, I amdisappointed to announce the departure of Pat House," said Mr.Haas. "Pat, one of our directors since 2003, has decided toleave the board as of the end of this year. She recently joined the Symphony Technology Group as an advisory board member and, coupled with her other professional and civic activities, unfortunately will no longer have the necessary time to devote to our business. I want to thank Pat for her insights, enthusiasm and commitment the past four years. She has been a great help during our business transformation."

About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is a branded apparel company. The company designs and markets jeans and jeans-related pants, casual and dress pants, tops, jackets and related accessories for men, women and children under its Levi's, Dockers and Levi Strauss Signature brands in markets around the world.

Levi Strauss & Co. is privately held by descendants of thefamily of Levi Strauss. Shares of company stock are notpublicly traded. Shares of Levi Strauss Japan K.K., thecompany's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide. Levi Strauss Europe is headquartered in Brussels, Belgium, while Levi's Asia Pacific division is based in Singapore. Levi's has operations in Brazil, Mexico, Chile and Peru.

* * *

As reported in the Troubled Company Reporter on Aug. 30, 2007,Standard & Poor's Ratings Services raised its ratings on LeviStrauss & Co. including its long-term corporate credit rating to 'B+' from 'B'. The outlook is stable.

LIMITED BRANDS: Earns $264.4 Million in Second Qtr. Ended Aug. 4----------------------------------------------------------------Limited Brands Inc. reported net income of $264 million for the second quarter ended Aug. 4, 2007, compared with $113 million last year. Second quarter operating income was $319 million compared to $197 million last year.

The 2007 second quarter reported results include the following significant items:

-- a pre-tax gain of $302 million related to the divestiture of a 75% interest in Express to affiliates of Golden Gate Capital;

-- a pre-tax loss of $73 million related to the divestiture of a 75% interest in Limited Stores to affiliates of Sun Capital Partners;

-- a tax benefit of $39 million related to an adjustment to state net operating loss valuation allowances in connection with the divestiture of the apparel brands;

-- a pre-tax gain of $100 million related to the refinancing of Easton Town Center, in which the company has an investment interest, included in other income;

-- a pre-tax restructuring charge of $47 million for costs of disposing of non-core assets and severance related to the termination of approximately 10% of the company's home office headcount; and

-- a pre-tax gain of $17 million related to an interest rate hedge entered into in the first quarter in anticipation of the intended financing of the LaSenza acquisition, included in other income.

Excluding these items, 2007 second quarter operating income was $142.3 million and net income was $80.6 million.

Share Repurchase

The company also disclosed that it recently completed its $1 billion share repurchase program, which was announced on June 22, and that its Board of Directors has authorized a new $250 million share repurchase program.

Balance Sheet

At Aug. 4, 2007, the company's consolidated balance sheet showed $7.57 billion in total assets, $5.10 billion in total liabilities, $62 million in minority interest, and $2.41 billion in total shareholders' equity.

As reported in the Troubled Company Reporter on July 3, 2007,Moody's Investors Service lowered both the long term and shortterm ratings of Limited Brands Inc. with a stable outlook. Moody's downgraded these ratings: Senior unsecured to Baa3 fromBaa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf atto (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.

The affirmations reflect stable collateral performance as of the September 2007 remittance period. Current and projected credit support percentages are sufficient to support the certificates at their current rating levels. Cumulative losses for series 2002-1 and 2003-1 are 0.00% and 0.13%, respectively, of the original pool balances, and severe delinquencies (90-plus days, foreclosures, and REOs) are between 0.16% and 1.25%, respectively, of the current pool balances. Subordination primarily provides credit support for the transactions.

The underlying collateral backing the certificates consists primarily of fixed- and adjustable-rate, fully-amortizing loans secured by first-liens on one- to four-family residential properties with original terms to maturity of 10 to 30 years.

The 'AAA' rating on the senior certificates reflects the 29.65% initial credit enhancement provided by the 4.95% class M-1, the 4.05% class M-2, the 2.55% class M-3, the 1.95% class M-4, the 2.30% class M-5, the 1.90% class M-6, the 1.95% class B-1, the 1.60% class B-2, the 1.40% class B-3, the 1.55% privately-offered class B-4, and over-collateralization. The initial and target OC is 5.45%. All certificates have the benefit of excess interest. In addition, the ratings also reflect the quality of the loans, the soundness of the legal and financial structures, and the capability of Home Loan Services, Inc. (rated 'RPS2' by Fitch) as servicer.

The collateral pool consists of 3,665 fixed- and adjustable-rate mortgage loans and totals $893.42 million as of the cut-off date. The weighted average original loan-to-value ratio is 88.57%. The average outstanding principal balance is $243,770, the weighted average coupon is 9.202% and the weighted average remaining term to maturity is 358 months. The weighted average credit score is 662. The loans are geographically concentrated in California (21.22%), Florida (10.48%) and Washington (7.21%).

The mortgage Loans in the mortgage pool were originated by First Franklin Financial Corporation, an operating subsidiary of Merrill Lynch Bank & Trust Co. The executive offices of First Franklin Financial are located in San Jose, California. Merrill Lynch Bank & Trust Co. acquired First Franklin Financial on Dec. 30, 2006.

MGM MIRAGE: Board OKs $5 Bil. Resort Casino Plan in Atlantic City-----------------------------------------------------------------The board of directors of MGM MIRAGE has approved the development of a resort casino project at Renaissance Pointe in Atlantic City, New Jersey. The new resort will have a budget in the $4.5-$5 billion range, not including value of the land and associated costs.

The MGM Grand Atlantic City will be located in Atlantic City, the 72-acre site at Renaissance Pointe owned by the company, adjacent to the 50% owned Borgata.

The proposed resort will consist of three separate hotel towers. Totaling more than 3,000 rooms and suites, each tower will offer guests a different hotel experience, sharing the amenities of an MGM Grand resort, including the casino floor in Atlantic City with:

"Our company has carefully considered the possibilities for our landholdings in Atlantic City," Terry Lanni, chairman and CEO of MGM MIRAGE, said. "We believe the success at Borgata demonstrates the eagerness for further evolution of the nation's second-largest gaming market. We will continue to raise the bar, and by doing so, hope to re-energize the city's resort offerings and attract a new market of affluent East Coast customers. We believe our new resort will generate very healthy returns for our shareholders."

The resort has a unique design and shape, designed by Kohn Pedersen Fox, the resort will include interior features designed by the Rockwell Group and other designers.

The company intends to file for Coastal Area Facility Review Act approval in late 2007 or early 2008. Ground breaking is expected in 2008, with an anticipated opening in 2012.

Approximately 60 acres of the site will be used for construction of MGM Grand Atlantic City, with 12 acres reserved for future development, which may include a residential component. The company also owns an additional 14-acre site in the Marina District.

These cost estimates and the design and scope of MGM Grand Atlantic City are preliminary and subject to change.

About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --http://www.mgmmirage.com/-- is a hotel and gaming company. It owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois.

The affirmation follows announcement by the company that its board of directors has approved the development of a major resort casino project in Atlantic City, New Jersey, with a construction budget initially estimated to be in the $4.5 billion to $5.0 billion range. This comes after MGM MIRAGE'S recent announcement that Dubai World, the investment holding firm of the Dubai government, will acquire a 50% share of the company's CityCenter development, and buy a meaningful stake in MGM MIRAGE, through both the direct purchase of 14.2 million shares and a tender offer to purchase up to 14.2 million shares (which recently expired with less than 350,000 shares tendered).

S&P's previous CreditWatch positive listing was driven, in large part, by the $3.9 billion of gross proceeds that MGM MIRAGE is expected to realize from the transaction with Dubai World, and the positive and permanent impact that this could have on its balance sheet. However, given the size and scope of the MGM Grand Atlantic City project, as well as initial indications that ground breaking is expected in 2008, leverage is likely to rise over the intermediate term. S&P previously indicated that leverage in the 4x to 5x area, when including the company's share of anticipated joint venture obligations, would be necessary to support a 'BB+' rating.

"If the company is able to demonstrate an ability to maintain leverage at this level over the next several quarters, rating upside is possible," noted Standard & Poor's credit analyst Ben Bubeck. "The revision to a positive outlook from the previous positive CreditWatch implications reflects a longer time frame under which we will consider a potential upgrade given the scale of already announced and probable projects."

S&P view the Atlantic City project favorably, as it will offer substantially greater amenities than currently exist in Atlantic City, and it has a solid location between the Borgata and Harrah's Atlantic City. Furthermore, the positive outlook also reflects our belief that MGM MIRAGE's business profile could strengthen over the next several quarters, as new developments in markets outside of Las Vegas begin to come online and diversify the company's exposure to the Las Vegas Strip.

The 'BB' rating on MGM MIRAGE reflects the company's active growth strategy and significant reliance on the Las Vegas Strip for a majority of its cash flow. In addition, the company's capital spending will increase significantly over the next several years, as CityCenter continues to be developed and MGM Grand Atlantic City ramps up. Still, MGM maintains a satisfactory business profile, with a significant position on the Las Vegas Strip, positive operating momentum, and favorable long-term growth prospects.

Furthermore, the company's business risk profile stands to improve over time. The recent opening of MGM Grand Detroit and the imminent opening of MGM Grand Macau, along with the MGM Grand Atlantic City project (anticipated to open in 2012), will lessen the company's reliance on the Las Vegas strip and substantially grow its cash flow base.

MORGAN STANLEY: S&P Lifts Rating on $3 Mil. Notes to B from B---------------------------------------------------------------Standard & Poor's Ratings Services raised its rating on the $3 million class A-9 secured fixed-rate notes from Morgan Stanley ACES SPC's series 2006-8 to 'B' from 'B-' and removed it from CreditWatch, where it was placed with positive implications on March 23, 2007.

The rating action reflects the Oct. 9, 2007, raising of the ratings on The Neiman Marcus Group Inc. (Neiman Marcus; BB-/Stable/--), including the long-term corporate credit rating, and their removal from CreditWatch positive.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes series 2006-8 is a credit-linked note transaction, the rating on which is based on the lowest of (i) the ratings on the respective reference obligations for each class (for class A-9, the referenced obligations are senior secured notes issued by Neiman Marcus {'B'}); (ii) the long-term rating on the credit default swap's, interest rate swap's, and contingent forward counterparty's guarantor, Morgan Stanley (AA-/Stable/A-1+); and (iii) the credit quality of the underlying securities, BA Master Credit Card Trust II's class A certificates from series 2001-B due 2013 ('AAA').

Fitch does not rate the $2.4 million class L certificates. The class A-1 certificates have paid in full.

Although there has been 12.6% paydown since the last Fitch rating action, the affirmations reflect the increased deal concentration. As of the September 2007 distribution date, the pool has reduced 53.6% to $468 million from $1.01 billion at issuance. Of the original 147 loans, 77 remain; the top five loans represent 58% of the deal.

Fitch reviewed the pool's one shadow-rated loan: 375 Hudson Street (28.4%), which is secured by an 18-story, multi-tenant office building in downtown Manhattan. The rating of the loan is dependent upon Saatchi & Saatchi being treated as a credit tenant. The loan maintains an investment grade credit assessment.

The performance of the second largest loan, Minneapolis City Center (15.2%), has deteriorated since issuance, however, results for the trailing 12 months ending June 30, 2007 indicated improving performance. The loan is secured by a mixed-use property consisting of 1.1 million square feet of office space, 370,000 sf of retail, 131,000 sf of storage space, the land on which a 583-room Marriott Hotel is constructed, and a 687-space parking garage.

Servicer-reported net operating income for the TTM ending June 30, 2007 were up 9.3% and year-end (YE) 2006 were up 2.9% compared to YE 2005 results. At the end of September 2007, the office and retail portions of the property were 95.1% and 70.9% occupied, respectively. This resulted in an overall occupancy of 88.9%, up slightly from 87.4% as of the prior year. Fitch will continue to monitor this loan closely for continued improvement.

There are currently no delinquent or specially serviced loans.

MOSAIC COMPANY: Earns $305.5 Million in Quarter Ended Aug. 31-------------------------------------------------------------The Mosaic Company reported net earnings of $305.5 million for the first quarter ended Aug. 31, 2007. These results compare with net earnings of $109.0 million for the same period a year ago.

Net sales in the first quarter of fiscal 2008 were $2.0 billion, an increase of 55% compared with the same period a year ago.

Mosaic's gross margin for the fiscal 2008 first quarter was $521.8 million, or 26.0% of net sales, compared with $196.3 million, or 15.2% of net sales a year ago. First quarter operating earnings were $449.6 million, compared with $131.6 million for the first quarter in fiscal 2007. Theincreases in gross margin and operating earnings were primarily the result of higher selling prices for phosphates and potash and an increase in volumes in the Potash business. Unrealized mark-to-market derivative losses totaled $30.1 million in the first quarter, compared with gains of $600,000 million a year ago.

"Our robust earnings and cash flow during our first quarter demonstrate that we are successfully positioning ourselves to take advantage of strong agricultural fundamentals," said Jim Prokopanko, Mosaic's president and chief executive officer. "Strong cash flow has allowed us to prepay $700 million of long-term debt over the last five months, and we expect to makeadditional prepayments in coming months. This will move us closer to our goal of achieving investment grade status," Prokopanko added.

Non-cash foreign currency transaction losses were $19.4 million for the first quarter compared with gains of $7.3 million for the same period a year ago. These losses were mainly the effect of a stronger Canadian dollar on significant U.S. dollar-denominated intercompany receivables held by Mosaic's Canadian subsidiaries.

Income tax expense was $100.8 million resulting in an effective tax rate of 25.4%, including the positive impact of certain tax benefits which are specific to the quarter totaling $20.4 million. The tax rate was favorably impacted by the substantial increase in profits in the Phosphates business.

Total equity earnings in non-consolidated subsidiaries were $11.8 million for the quarter, compared with $3.9 million for the same period a year ago. Mosaic's equity earnings in Fosfertil S.A. were $12.1 million for the first quarter compared to $800,000 for the same period last year. Fosfertil has benefited from a recovery in Brazilian agricultural market fundamentals. Mosaic's equity earnings in Saskferco Products Inc. decreased $4.7 million to a loss of $3.2 million, primarily the result of mark-to-market losses on natural gas derivatives during the quarter.

Mosaic ended the first quarter with $639.2 million in cash and cash equivalents. Cash flow from operations was $438.4 million in the first quarter, an increase of $287.8 million from a year ago. Mosaic's total debt at the end of August 2007 was $2.2 billion, resulting in a debt-to-capital ratio of 32.8%, down from 41.9% a year ago.

About The Mosaic Company

Headquartered in Plymouth, Minnesota, The Mosaic Company (NYSE:MOS) -- http://www.mosaicco.com/-- is a producer and marketer of concentrated phosphates and potash crop nutrients. For theagriculture industry, Mosaic is a single source of phosphates,potash, nitrogen fertilizers and feed ingredients.

* * *

As reported in the Troubled Company Reporter on Oct. 9, 2007, Moody's upgraded The Mosaic Company's corporate family rating toBa1 from Ba3.

At the same time, S&P assigned loan and recovery ratings to the proposed $240 million first-lien senior secured credit facilities of NV Broadcasting and Parkin Broadcasting. The first-lien facilities--a $25 million revolving credit facility due 2013 and a $215 million term loan due 2013—are rated 'B+', one notch higher than the corporate credit rating, with a recovery rating of '2', indicating our expectation of substantial (70%-90%) recovery in the event of a payment default.

Standard & Poor's also assigned loan and recovery ratings to NV Broadcasting's proposed $120 million term loan due 2014. The second-lien debt is rated 'CCC+', two notches below the corporate credit rating, with a recovery rating of '6', indicating S&P's expectation that lenders will receive negligible (0%-10%) recovery in the event of a payment default.

Proceeds from the transaction, along with additional sponsor and management equity, will be used to refinance the company's existing debt and to finance the acquisition of four TV stations and related assets from Montecito Broadcast Group LLC. Pro forma for the transaction, total debt outstanding as of June 30, 2007, was $365 million.

PHYSICIANS & SURGEONS: Files List of Largest Unsecured Creditors----------------------------------------------------------------Physicians & Surgeons Hospital Group, dba Tri-Lakes Medical Center, filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a list of its largest unsecured creditors.

-- the waiver of the company's noncompliance with the consolidated leverage ratio financial covenant for the second quarter ended Sept. 1, 2007; and

-- additional operating flexibility under the financial covenants, which include a consolidated leverage ratio and a fixed charge ratio.

In exchange for the amendment, Pierre agreed to, a premium of 1% on any prepayments of the term loans under the credit facility that are made during the one-year period after the date of the amendment and certain restrictions, based upon the company's consolidated leverage ratio, on acquisitions and capital expenditures for the construction of new facilities.

In addition, the interest rates on the term loans under the credit facility are increased by 1.75% at the company's ratings. The interest rates will decrease by 0.25% if the company's corporate family rating and corporate rating is greater than or equal to B2 and B from Moody's and S&P.

The interest rates for the revolving credit portion of the facility are increased by 1.25%. Pierre agreed to pay each lender that approved the amendment a fee equal to 0.25% of that lender's commitment under the senior credit facility.

QUALITY HOME: Asks Court to Set November 21 as Claims Bar Date--------------------------------------------------------------Quality Home Loans and its debtor-affiliates ask the U.S. Bankruptcy Court for the Central District of California establish Nov. 21, 2007, or 60 days following service of notice, as the last date for all parties holding claims against the Debtors to file their proofs of claims. The notice of the Debtors' request to establish a claims bar date was served on Sept. 21, 2007.

The Debtors relate that an order fixing the last date for filingclaims is necessary to allow the Debtor to determine the amount ofvalid claims against it and to formulate a Chapter 11 plan.

The Debtors believe that setting Nov. 21, 2007, as claims deadlinewill allow the Debtors to provide about 60 days written notice ofthe claims deadline to creditors and other interested parties.

Headquartered in Agoura Hills, California, Quality Home Loans --http://www.qualityhomeloans.com/-- is a residential hard money lender. The company does business as Clear Credit Capital, Last Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11 protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-13003 through 07-13006). William N. Nobel, Esq. and Mike D. Neue, Esq. at Irell & Manella LLP represent the Debtors in their restructuring efforts. Eric. E. Sagerman, Esq. and David L. Wilson III, Esq. at Winston & Strawn LLP act as counsels to the Official Creditors Committee. The Debtors' schedules disclose total assets of $130,319,336 and total debts of $177,043,476.

-- Long-term foreign and local currency Issuer Default Rating at 'B'; -- Short Term IDR at 'B'; -- Short-term local currency at 'B'; -- Individual at 'E'; -- Support at '4'; -- National long-term at 'A+(dom)'; -- National short-term at 'F-1(dom)';

According to a recent announcement, Republic Bank is in the process of winding-up operations in the Dominican Republic and will be exiting that market. As part of this process, Republic Bank has agreed to sell the bulk of its loans and deposits to Banco BHD; with the conclusion of this sale, Republic Bank's balance sheet will not show any significant third party liabilities and the current shareholders will follow a voluntary dissolution of the bank. As a result, Fitch will no longer provide ratings or analytical coverage of this issuer.

As of June 2007, Republic Bank ranked 10th out of 13 commercial banks, with around 1% market share by total assets. Its parent, Republic Bank Limited, with a long-term foreign currency IDR at 'BBB' is a leading bank in Trinidad and Tobago, with operations also in Grenada, Guyana, Barbados, St. Lucia and the Cayman Islands. RB offers a broad array of banking services throughout the Caribbean. At end-June 2007, RB managed assets of $5,854 million and an equity of $719 million.

SEMCO ENERGY: Commences Senior Notes Cash Tender Offerings----------------------------------------------------------SEMCO ENERGY Inc. has commenced cash tender offers and related consent solicitations for (1) any and all of its outstanding 7-1/8% Senior Notes due 2008; and (2) any and all of its outstanding 7-3/4% Senior Notes due 2013.

Each tender offer and consent solicitation will expire at 5:00 p.m., New York City time, on Nov. 7, 2007, unless extended or terminated with respect to a series of Notes.

Under the terms of the tender offers, the purchase price for each $1,000 principal amount of 2008 Notes or 2013 Notes tendered and accepted for purchase pursuant to the applicable tender offer shall be equal to:

(A) the present value on the date SEMCO pays for the Notes tendered in the applicable tender offer, minus accrued interest, of: (i) $1,038.75 per $1,000 principal amount of 2013 Notes or $1,000 per $1,000 principal amount of 2008 Notes, as applicable; and (ii) the remaining scheduled interest payments on the tendered Notes to May 15, 2008, in each case determined in accordance with standard market practice on the basis of a yield to the Redemption Date or Maturity Date, equal to the sum of: (a) the yield to maturity on the 5 5/8% U.S. Treasury Note due May 15, 2008, as calculated by Credit Suisse, in accordance with standard market practice, based on the bid side price for such reference treasury security as of 10 a.m., New York City time, on Oct. 24, 2007, unless changed to a later time with respect to a series of Notes; plus (b) 50 basis points; minus

(B) $30 per $1,000 principal amount of the tendered Notes, which is equal to the consent payment.

Holders who validly tender and do not validly withdraw their Notes will also be entitled to accrued but unpaid interest on their tendered Notes to the applicable settlement date.

In conjunction with the tender offers, SEMCO is also soliciting consents from holders of Notes to eliminate substantially all of the restrictive covenants and certain events of default under the indentures governing the Notes.

Holders may not tender their Notes without delivering their consents pursuant to the applicable consent solicitation. SEMCO will make a consent payment of $30 per $1,000 to all holders whose consents have been validly delivered pursuant to the applicable consent solicitation and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 23, 2007, unless extended with respect to a series of Notes.

Validly tendered Notes may be withdrawn and validly delivered consents may be revoked at any time prior to such date, but not thereafter.

Each tender offer is subject to certain conditions, including, SEMCO's receipt of adequate consents to amend each of the applicable indentures and the consummation of SEMCO's pending share exchange with Cap Rock Holding Corporation.

SEMCO has retained Credit Suisse Securities (USA) LLC to serve as the Dealer Manager and Solicitation Agent for the tender offers and consent solicitations.

Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, by telephone at (800) 290-6431 (toll-free) or (212) 269-5550 (Banks and Brokers may call collect).

Headquartered in Port Huron, Michigan, SEMCO Energy Inc. (NYSE:SEN) -- http://www.semcoenergy.com/-- is engaged in natural gas distribution operations in Michigan and Alaska. The company's Michigan operation is referred to as SEMCO Gas, while the Alaska operation is called ENSTAR. SEMCO Gas is a division of the company. The company purchases, transports, distributes and sells natural gas to residential, commercial and industrial customers. At Dec. 31, 2006, it had approximately 413,000 customers, including 287,000 customers in Michigan and 126,000 customers in Alaska.

* * *

The company continues to carry Moody's Investor Service's 'Ba2' on its long term corporate family and senior unsecured debt ratings, which were assigned in May 2003. The outlook is developing.

SHAW GROUP: Earns $54.6 Million in Three Months Ended May 31------------------------------------------------------------The Shaw Group Inc. reported net income for the three months ended May 31, 2007, of $54.6 million. The reported results include $5.7 million of net income, related to Shaw's investment in the Westinghouse segment. Excluding the Westinghouse segment, net income was $48.9 million.

Earnings before interest expense, income taxes, depreciation and amortization For the third quarter of 2007 with the Westinghouse segment was $92.2 million, and $74.2 million excluding the Westinghouse segment. In comparison for the three months ended May 31, 2006, which was prior to the Westinghouse investment, Shaw reported a net loss before interest expense, taxes, depreciation and amortization of $15.7 million and a net loss of $16.7 million.

Shaw's backlog of unfilled orders at May 31, 2007, was a record $13.3 billion, up from approximately $8 billion at May 31, 2006. Approximately $5.6 billion, or 42% , of the backlog is expected to be converted to revenues during the next 12 months. Shaw also expects its backlog to grow to approximately $14.3 billion at Aug. 31, 2007.

"Our business segments experienced strong revenue and profit growth compared to 2006, with the exception of the Environmental & Infrastructure Group, which executed significant amounts of disaster relief and emergency response services in 2006," J.M. Bernhard Jr., Shaw's chairman, president and chief executive officer, said. "Our solid results were fueled by continued strength in the global markets for power generation capacity and petrochemicals processing.

"Our record backlog positions us well for fiscal 2008 and we believe the global markets we serve will remain strong throughout the year," Mr. Bernhard said. "Our operating segments are well positioned to benefit from this continued global economic expansion and we continue to believe there will be significant long-term growth in the developing nuclear power markets.

At May 31, 2007, the company's balance sheet showed total assets of $3.6 billion, total liabilities of $2.3 billion, stockholders' equity of $1.2 billion.

About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR) -- http://www.shawgrp.com/-- provides services to the environmental, infrastructure and homeland security markets,including consulting, engineering, construction, remediation and facilities management services to governmental and commercial customers. It is also a vertically integrated provider of engineering, procurement, pipe fabrication, construction and maintenance services to the power and process industries. The company segregates its business activities into four operating segments: Environmental & Infrastructure; Energy & Chemicals; Maintenance, and Fabrication, Manufacturing & Distribution. In January 2005, the company sold substantially all of the assets of its Shaw Power Technologies, Inc. and Shaw Power Technologies International, Ltd. units to Siemens Power Transmission and Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United Kingdom and, Venezuela, among others.

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Standard & Poor's Ratings Services affirmed its 'BB' corporatecredit rating on The Shaw Group Inc. and removed it fromCreditWatch, where it was placed with negative implications inOctober 2006. S&P said the outlook is stable.

In connection with the completion of that transaction, Shift obtained an order of the Alberta Court of Queen's Bench:

(a) extending Shift's creditor protection under the Companies Creditors Arrangements Act (Canada) until Oct. 19, 2007 in order to permit the assignment of Shift's key contracts to the Purchaser;

(b) requiring Shift to change its name to a numbered Alberta corporation in order to permit the Purchaser to change its name to a corporate name that includes "Shift Networks"; and

(c) discharging PricewaterhouseCoopers Inc., the Court appointed monitor of Shift, from its duties as Monitor effective upon the expiry of the general stay of proceedings on Oct. 19, 2007.

1352741 Alberta Ltd. will maintain the business operations of Shift and will continue to provide VoIP business telephone services to Shift's new and existing customers.

The Court, on Aug. 29, 2007, had approved a sales process pursuant to which the Monitor and Shift sought bids from prospective purchasers for its undertaking, property and assets by asset purchase and sale, plan of arrangement or other transaction.

Strategic, which has provided debtor-in-possession financing during the CCAA proceedings of Shift, submitted a "stalking horse bid" for a purchase price equal to the amount outstanding under the DIP Financing pursuant to an asset purchase agreement dated as of Aug. 29, 2007 between Shift and Strategic. The completion of the sale to Strategic was conditional upon no other "Superior Bid" being received. Strategic subsequently assigned its rights under the Asset Purchase Agreement to the Purchaser.

Under the Sales Process, potential bidders had until 5:00 pm on Monday, Sept. 24, 2007 to submit a "Superior Bid". No Superior Bid was received and therefore on October 5, 2007, Shift and the Purchaser completed the sale transaction contemplated by the Asset Purchase Agreement.

Effective Friday, June 8, 2007, trading in the shares of the company was suspended pursuant to TSX-V Policy 2.9, as Shift has less than three Directors. Mr. Trent Johnsen remains the sole Director, President and Chief Executive Officer of Shift but will be resigning as soon as practical and in any event prior to the termination of the stay of proceedings on October 19, 2007.

Given that the purchase price under the Asset Purchase Agreement was equal to the amount outstanding under the financing provided by Strategic, and that pursuant to the Asset Purchase Agreement all realizable assets of Shift were conveyed to the Purchaser, there are no remaining assets available for distribution. Management therefore believes that there will be no recovery by the secured debenture holders, the ordinary unsecured creditors or shareholders of Shift.

Shift Networks Inc. -- http://shiftnetworks.com/-- (TSX VENTURE: SHF) is a voice and high-speed Internet access provider to smalland medium businesses. The company generates revenues through twosources: offering a suite of voice-over Internet protocol servicesto commercial clients through its network and the resale oftelecommunications services provided by third parties. During theyear ended December 31, 2005, it discontinued the legacy line ofbusiness in order to focus specifically on VoIP services.

UNIVERSAL FOOD: Gets Final Nod to Obtain DIP Financing from Cipher------------------------------------------------------------------Universal Food & Beverage Company Inc. and its debtor-affiliatesobtained authority, on a final basis, from the U.S. Bankruptcy Court for the Northern District of Illinois to access debtor-in-possession financing from Cipher Capital Partners LLC.

As reported in the Troubled Company Reporter on Sept. 13, 2007,the Debtors told the Court that they will use the post-petition funds to support their immediate operational requirements. Otherwise, the Debtors would remain shutdown and incapable of spending the necessary funds to preserve their assets and eventually liquidate the assets in a forced sale environment.

Cipher agreed to provide the Debtors loan up to $100,000 on an interim basis through the week ending Sept. 30, 2007, and up to$250,000 on a final basis through Oct. 8, 2007, to bedisbursed substantially. The financing will accrue at aninterest rate of 16% per annum.

Financing Relationships

The Debtors made a primary pre-petition lending arrangement withcertain lenders and Midsummer Capital LLC, as collateral agent forthe pre-petition lenders. The pre-petition lenders advanced fundsto the Debtors pursuant to an amended and restated senior securedconvertible notes dated June 22, 2006, and senior securedconvertible notes dated Dec. 31, 2006. The advances were securedby a first priority lien upon the Debtors' accounts receivable,inventory, machinery and equipment, other tangible property, afirst priority mortgage on the Debtors' real property in Savannah,Georgia and a second priority mortgage on the Debtors' realproperty in Independence, Virginia, collectively pre-petitioncollateral. The Debtors' real property in Independence, Virginiais subject to a first priority mortgage held by the GraysonNational Bank. The Debtors owe Grayson the principal amount of$5.5 million. As of the bankruptcy filing, the Debtors owed thepre-petition lenders about $5.1 million plus fees, costs andinterest.

On Aug. 31, 2007, prior to the filing of the case, the Debtorsexecuted a loan and security agreement with Cipher and certainother senior pre-petition lenders pursuant to which the seniorpre-petition lenders extended $135,000 in funding to the Debtorsfor their operations. The senior pre-petition debt is secured bya senior priority interest in the pre-petition collateral.

About Universal Food

Universal Food & Beverage Company, Inc., manufactures and marketsfood and beverage products. The Debtor and its debtor-affiliatesin Georgia and Virginia filed for Chapter 11 petitions on Aug. 31,2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). Barry A Chatz, Esq., and James A. Chatz, Esq., at Arnstein & Lehr LLP, represent the Debtors. The Official Committee of Unsecured Creditors selected Schiff Hardin LLP as its bankruptcy counsel. When they filed for protection from their creditors, the Debtors disclosed $0 assets and an aggregate of more than $20 million in debts.

* Kurt Babe Joins Alvarez & Marsal as Senior Director----------------------------------------------------- Alvarez & Marsal Business Consulting, LLC, reported that merger integration executive Kurt Babe has joined as a senior director. A member of the firm's Northeast Region, Mr. Babe is based in both New York and Washington, D.C.

Bringing more than two decades of mergers and acquisitions experience, Mr. Babe assists clients with the pre-planning and post-closing implementation of large scale transformations, including mergers and acquisitions, divestitures, process enhancements, re-engineering and cost containment initiatives. He also works with outside counsel to assist companies in working with the Department of Justice and Federal Trade Commission in connection with merger related issues.

"[Mr. Babe] has a wealth of experience guiding clients through merger and acquisition transactions, having worked with major corporations including Nestle and Philip Morris," said Gary Moran, a managing director and head of the New York Business Consulting practice of Alvarez & Marsal. "His background and expertise are outstanding complements to our deep bench of senior professionals who focus on helping companies navigate the myriad complex issues associated with pre-merger planning and post-transaction integration and execution."

"I am excited to be at Alvarez & Marsal," said Mr. Babe. "The firm's global reach and access to Boards and management ofleading organizations provide the perfect platform for me to continue to lead complex merger integrations and other largescale transformations."

Mr. Babe's experience spans the U.S, Europe, Latin and South America and Asia, enabling him to build teams on a country-by-country basis. Prior to joining A&M, he was managing principal of Harborplace Consulting, a boutique firm focused on mergers and acquisitions which he co-founded. Previously, he was managing director and national director of business integration for consumer goods with KPMG. Earlier in his career, Mr. Babe was a principal with A.T. Kearney and he has also held various management positions with Procter & Gamble, Phillip Morris and PepsiCo.

Mr. Babe earned his bachelor's degree, with honors, from Muskingum College. He has served as president of the Queen Anne's County Taxpayers Association and as member of The University of Texas Graduate School Marketing Advisory Board.

About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a professional services firm with expertise in guidingunderperforming companies and public sector entities throughcomplex operational, financial and organizational challenges. Thefirm excels in problem solving and value creation, and brings abias toward executing solutions with a distinctive hands-onapproach to serving clients, management and stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operationalheritage to provide specialized services, including Turnaround andManagement Advisory, Crisis and Interim Management, PerformanceImprovement, Creditor Advisory Services, Corporate Finance,Dispute Analysis and Forensics, Tax Advisory, Business Consulting,Real Estate Advisory and Transaction Advisory. A network ofexperienced professionals in locations across the U.S., Europe,Asia and Latin America, enables the firm to deliver on its provenreputation for leadership, problem solving and value creation.

* Stephen Lerner Joins Squire as Lead of Bankruptcy Practice------------------------------------------------------------Stephen D. Lerner, who has represented clients in some of the largest and most significant bankruptcies in US history, hasselected to lead the bankruptcy and restructuring practice at global law firm Squire, Sanders & Dempsey L.L.P.

"Stephen's vast experience extends from Enron bankruptcy, wherehe was co-counsel for the committee of unsecured creditors, to more recent work for EaglePicher Holdings, WCI Steel and All American Semiconductor," said Chairman R. Thomas Stanton. Lerner, who is resident in the firm's New York and Cincinnati offices,has also represented significant interests in a host of nationally prominent Chapter 11 cases and restructurings including Refco, Mesaba Aviation, National Century Financial Enterprises, American Home Mortgage and Ownit Mortgage Solutions.

Lerner has an extensive national restructuring practice in which he represents debtors, committees of unsecured creditors, secured and unsecured creditors, equity interest holders, and acquirers of troubled businesses in Chapter 11 reorganization cases and out-of-court restructurings throughout the United States. He is a Fellow of the American College of Bankruptcy and his work is perennially lauded by The Best Lawyers in America and Chambers USA: America's Leading Lawyers for Business.

Stanton said Lerner's experience in high-stakes bankruptciesand restructurings is invaluable for clients bearing the bruntof the current tumult in the sub-prime mortgage and homebuilding industries. Lerner added, "We're currently representing numerous investors in the subprime market and have established an interdisciplinary team of restructuring, litigation, real estate and financial services lawyers to address the myriad issues facing the affected industries."

Lerner noted that while the sub-prime crisis is currently centered in the United States, the impact is rippling across the Atlantic to Europe and Asia.

"With experienced restructuring lawyers throughout Western and Central Europe, China and Latin America, Squire Sanders is extremely well positioned to address our clients' growing restructuring needs in virtually every corner of the world," Lerner said. Squire Sanders has tapped veteran Phoenix restructuring partner Thomas J. Salerno and Andrew O. Visintin, managing partner of the London office, to lead the firm's growing international insolvency and restructuring practice.

"Both Tom and Andrew have years of experience successfully restructuring businesses throughout Western and Central Europeand Latin America. In addition, Tom has counseled European governments on creating and refining their bankruptcy laws," Stanton added.

"The firm's international clientele will benefit from Tom and Andrew's breadth of experience and perspective," Lerner said.

About Squire Sanders

Founded in 1890, Squire, Sanders & Dempsey L.L.P. -- http://www.ssd.com/-- provides legal counsel worldwide. The company has four major practice areas: advocacy, business, capital markets and regulated industries. The company has approximately 800 lawyers practicing in offices throughout the Americas, Europe and Asia.

This book is an invaluable reading for health care professionals involved in the management of nursing homes. It includes lessons learned from the regulatory experience for the health sector as a whole.

Long-Term Care in Transition is a carefully documented case study of the changes that took place in the regulation of nursing homes in New York between 1975 and 1980.

It covers the history of the regulatory offensive in New York and strategies of control and their effectiveness, touching on such subjects as professional standards, rate setting, reimbursement, criminal prosecution, and consumers.

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Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition of the TCR.

For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852.

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